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HomeMy WebLinkAboutC14-365 Colorado Mountain College Agreement AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY,COLORADO AND COLORADO MOUNTAIN COLLEGE D� THIS AGREEMENT("Agreement")is effective as of the37 " day of ' ,2014 by and between Colorado Mountain College,a Colorado non-profit corporation ereinafter"Consultant"or "Contractor")and Eagle County, Colorado,a body corporate and politic(hereinafter"County"). RECITALS WHEREAS,the County,through its Department of Health and Human Services("HHS")works to promote the health,safety and welfare of County residents of all ages;and WHEREAS,the County uses outside providers and professionals to enhance the ability of County to promote such health,safety and welfare;and WHEREAS,County is the recipient of a grant,from the State of Colorado,Department of Local Affairs, to carry out certain services for low income families and individuals(the"Grant");and WHEREAS,as part of fulfilling its obligations under the Grant,County desires to contract with Consultant providing income eligible participants educational and leadership opportunities though Colorado Mountain College courses as more fully set forth herein;and WHEREAS,County desires to hire the Consultant to perform the Services defined below in paragraph 1; and WHEREAS,Consultant is authorized to do business in the State of Colorado and has the time,skill, expertise,and experience necessary to provide the Services;and WHEREAS,this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW,THEREFORE,in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the services described in Exhibit A("Services")which is attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the provisions and conditions of this Agreement and in accordance with the terms of the Grant which is attached hereto and incorporated herein as Exhibit C. a. Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in any exhibit and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County's Representative. The Children,Family and Adult Services Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect for one year from the date first set forth above. 4. Extension or Modification. This Agreement may not be amended or supplemented,nor may any obligations hereunder be waived,except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders,express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement,Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. Compensation to Consultant shall be for direct services provided as set forth herein and not for any staff time,salaries or other expenses of Consultant. The performance of the Services under this Agreement shall not exceed a total of seventeen thousand seven hundred and sixty dollars($17,760). The Parties agree that pursuant to the Grant,six thousand one hundred and ten dollars ($6,110)of the foregoing$17,760 shall be applied only to those Services satisfactorily performed by Consultant prior to September 30,2014. Further,pursuant to the Grant,the remaining eleven thousand six hundred and fifty dollars($11,650)shall be applied to Services satisfactorily performed by Consultant for the Period from October 1,2014 through February 28,2015. a. Consultant shall provide a monthly invoice outlining direct services paid for during the preceding month. Such invoice shall be due on or before the 10t day of each month. If County is not satisfied with the completeness of a submitted invoice,County may request Consultant to either revise the invoice or provide additional information. Payment will be made for Services satisfactorily performed 2 Eagle County HHS Prof Sew Final 5/14 within thirty(30)days of receipt of a proper and accurate invoice. All invoices shall include detail regarding the course and student name,tuition cost and such other detail as County may request. All invoices must be mailed or delivered in-person to the following address to ensure proper payment. Eagle County Health and Human Services Business Office 551 Broadway Post Office Box 660 Eagle,CO 81631 In addition to mailing or hand delivery,invoices should be emailed to: sarah.luben @eaglecounty.us b. Consultant shall not be entitled to any compensation or reimbursement for out-of-pocket expenses under this Agreement. c. If,prior to payment of compensation or reimbursement for Services but after submission to County of a request therefore by Consultant,County reasonably determines that payment as requested would be improper because the Services were not performed as prescribed by the provisions of this Agreement,the County shall have no obligation to make such payment.If,at any time after or during the term or after termination or expiration of this Agreement,County reasonably determines that any payment theretofore paid by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from County,Consultant shall forthwith return such payment(s)to County. Upon termination or expiration of this Agreement,unexpended funds advanced by County,if any,shall forthwith be returned to County. d. All funds received by Consultant under this Agreement shall be or have been expended solely for the purpose for which granted,and any funds not so expended,including funds lost or diverted for other purposes,shall be returned to County. e. Intentionally omitted. f. Intentionally omitted. g. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. h. Notwithstanding anything to the contrary contained in this Agreement,County shall have no obligations under this Agreement after,nor shall any payments be made to Consultant in respect of any 3 Eagle County HHS Prof Sery Final 5/14 III period after December 31 of any year,without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25,title 30 of the Colorado Revised Statutes,the Local Government Budget Law(C.R.S.29-1-101 et.seq.)and the TABOR Amendment(Colorado Constitution,Article X, Sec.20). 6. Sub-consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County's prior written consent,which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject project during the performance of this Agreement and no personnel to whom County has an objection,in its reasonable discretion,shall be assigned to the project. Consultant shall require each sub-consultant,as approved by County and to the extent of the Services to be performed by the sub-consultant,to be bound to Consultant by the terms of this Agreement,and to assume toward Consultant all the obligations and responsibilities which Consultant,by this Agreement,assumes toward County.County shall have the right(but not the obligation)to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents,employees and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below during the term of this Agreement: a. Types of Insurance. i. Workers' Compensation insurance as required by law and employers liability insurance covering all of Consultant's employees acting within the course and scope of their employment. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability written on ISO occurrence form CG 00 01 10/93 or equivalent,covering premises and operations,fire damage,independent contractors, personal/advertising injury,products/completed operations, blanket contractual liability,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$1,000,000 general aggregate,$1,000,000 products and completed operations aggregate and$50,000 any one fire. b. Other Requirements. i. The automobile and commercial general liability coverage and such other coverage as indicated above shall be endorsed to include the State of Colorado,Eagle County,its associated or affiliated entities,its successors and assigns,elected officials,employees,agents and volunteers as additional insureds. 4 Eagle County HHS Prof Sery Final 5/14 ii. Coverage required of Consultant shall be primary over any insurance or self- insurance program carried by County or the State. iii. Consultant's certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub-consultant. All coverage(s)for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants,if any,shall maintain the foregoing coverage in effect until the Services are completed. In addition,all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Services has expired. iv. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an"A.M.Best"rating of not less than A-VII. v. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of all rights of recovery under subrogation or otherwise against Eagle County,the State of Colorado it agencies,institutions, organizations,officers,agents,employees and volunteers. vi. All policies must contain an endorsement affording an unqualified forty-five(45) days' notice of cancellation to County in the event of cancellation of coverage. vii. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. viii. Consultant's certificate of insurance evidencing all required coverage(s)is attached hereto as Exhibit B. Upon request,Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five(5)business days of a written request from County,and hereby authorizes Consultant's broker,without further notice and authorization by Consultant,to immediately comply with any written request of County for a complete copy of the policy. ix. Intentionally Omitted. x. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County,County shall be entitled to immediately terminate this Agreement. xi. The insurance provisions of this Agreement shall survive expiration or Termination hereof. xii. The parties hereto understand and agree that the County is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time 5 Eagle County HHS Prof Sery Final 5/14 amended,or otherwise available to County,its affiliated entities,successors or assigns, its elected officials,employees,agents and volunteers. xiii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless County,and any of its officers,agents and employees against any losses,claims,damages or liabilities for which County 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 Consultant or any of its sub-consultants hereunder including claims for bodily injury or personal injury including death,or loss or damage to tangible or intangible property;and Consultant shall reimburse County for reasonable attorney fees and costs,legal and other expenses incurred by County in connection with investigating or defending any such loss,claim,damage,liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law,statutory,and other rights,including copyrights)to the same as County shall from time to time request. For purposes of this paragraph,the term"documents"shall mean and include all reports,plans,studies,tape or other electronic recordings,drawings,sketches,estimates,data sheets, maps and work sheets produced,or prepared by or for Consultant(including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 10. 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,or(v)when transmitted via e-mail with confirmation of receipt. 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: Eagle County,Colorado Attention: Sarah Luben 551 Broadway Post Office Box 660 Eagle,CO 81631 6 Eagle County HHS Prof Sery Final 5/14 Telephone:970-328-8835 E-Mail: sarah.luben @eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle,Co 81631 Telephone:970-328-8685 Facsimile: 970-328-8699 E-Mail:atty@eaglecounty.us CONSULTANT: Colorado Mountain College Attn: Steve Boyd Purchasing Office 802 Grand Avenue Glenwood Springs,CO 81601 Phone:970-947-8402 e-mail: sboyd @coloradomtn.edu 11. Termination. County may terminate this Agreement,in whole or in part,at any time and for any reason,with or without cause,and without penalty therefor with seven(7)calendar days' prior written notice to the Consultant. Upon termination of this Agreement,Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof,in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 12. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof,shall be litigated in the District Court for Eagle County,Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts;Electronic Signatures. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement:(i) Electronic or facsimile delivery of a fully executed copy of the signature page;(ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S.24-71.3-101 to 121. 14. Other Contract Requirements. 7 Eagle County HHS Prof Sery Final 5/14 a. In rendering the Services hereunder,Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the maintenance of these high standards of customer service and professionalism are maintained. The performance of such obligation shall be determined at the sole discretion of County.In the event County finds these standards of customer service are not being met by Contractor,County may terminate this Agreement,in whole or in part,upon seven(7)days' notice to Contractor. b. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, all significant errors and omissions therein. The fact that the County shall correct,at its sole expense, ty g has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. This paragraph shall survive termination of this Agreement. c. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. d. Consultant agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. e. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. f. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable federal and state laws,codes,rules and regulations. g. Contractor shall comply with the Civil Rights Act of 1964 and Section 504, Rehabilitation Act of 1973,concerning discrimination on the basis of race,color,sex,age,religion, political beliefs,national origin or handicap. h. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. i. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. 8 Eagle County HHS Prof Sery Final 5/14 j. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. k. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. 1. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. m. Intentionally omitted. n. The signatories to this Agreement aver to their knowledge,no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement.The Consultant has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. o. The Consultant, if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. p. Consultant shall make,keep,maintain and allow inspection and monitoring by the County and State of a complete file of all records,documents,communications,notes and other written materials,electronic media files,and communications pertaining in any manner to the Services hereunder. Consultant shall maintain such records(The"record Retention Period")until the last to occur of the following:(i)a period of five(5)years after the date the 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 and pending matters,or(iii)if an audit is occurring,or Consultant has received notice that an audit is pending,then until such audit has been completed and its findings have been resolved. q. Consultant shall permit the County, State and federal government and any other duly authorized agent of a governmental agency to audit,inspect,examine,excerpt,copy and/or transcribe Consultant's records related to this Agreement and the Grant during the Record Retention Period for a period five(5)years following termination of the Grant or final payment hereunder,whichever is later,to assure compliance with the terms hereof or to evaluate Consultant's performance as a sub-grantee under the Grant. The County and State reserve the right to inspect the Services at all reasonable times and places during the term of this Agreement and the Grant, including any extension. If the Services fail to conform to the requirements of the Grant,the County may require Consultant to promptly bring the Services into conformity with the Grant requirements at Consultant's sole expense.If the Services cannot be brought into conformance with the Grant requirements,the County may require Consultant to take necessary action to ensure that future performance conforms to Grant requirements and exercise the 9 Eagle County HHS Prof Sery Final 5/14 remedies available under this Agreement,at law or in equity in lieu of or in conjunction with such corrective measures. r. Consultant shall permit the County, State,federal government and other governmental agencies having jurisdiction,in their sole discretion,to monitor the activities conducted by Consultant pursuant to the terms of this Agreement using any reasonable procedure,including,but not limited to: internal evaluation procedures,examination of program data,special analyses,on-site checking, formal audit examinations,or any other procedures.All monitoring by County shall be performed in a manner that shall not unduly interfere with Consultant's performance hereunder. s. Consultant shall comply with the provisions of this paragraph if it becomes privy to confidential information in connection with its performance of this Agreement. Confidential information, includes,but is not necessarily limited to,County records, State records,personnel records,and information concerning individuals. (i) Consultant shall keep all County or State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information.Any request or demand by a third person for County or State records and information in the possession of Consultant shall immediately be forward to County.Consultant shall keep all patient and offender information confidential. (ii) Confidential information of any kind shall not be distributed or sold to any third party or used by Consultant or its agents in any way,except as authorized by County or the State in writing. Consultant shall provide and maintain a secure environment that ensures confidentiality of records wherever located. Confidential information shall not be retained in any files or otherwise by Consultant or its agents,except as permitted by this Agreement or authorized in writing by County or the State. (iii) Disclosure of confidential information,County or State records by Consultant for any reason may be cause for legal action by third parties against Consultant,County or the State or their respective agents. Consultant shall indemnify,save,and hold harmless the County and State and their employees and agents,against any and all claims,damages,liability and court awards including costs, expenses and attorney fees and costs incurred as a result of any act or omission of Consultant,or its employees or agents. t. All Services shall meet the Emergency Services and Education Federal Objectives. 15. Prohibitions on Government Contracts. As used in this Section 15,the term undocumented individual will refer to those individuals from foreign g countries not legally within the United States as set forth in C.R.S.8-17.5-101,et.seq.If Consultant has any employees or subcontractors,Consultant shall comply with C.R.S. 8-17.5-101,et.seq.,and this Agreement. By execution of this Agreement,Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E-verify Program or other Department of Labor and Employment program 10 Eagle County HHS Prof Sery Final 5/14 ("Department Program")in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement;or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program,as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm c. Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual,Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three(3)days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant violates these prohibitions,County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law. 11 Eagle County HHS Prof Sery Final 5/14 g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER BY: �! � 7....��....c. Keith P.Montag, Co ' Manager CONSULTANT: Colorado Mountain Colle e By: Ai.- -A-... 6--"e„-_-_-(____ (._. Print Name: �i ■ �I t-� ? t) I-i Title: 0i "r tl ( k: ply: ,''( L00--c"f: F± (-71 12 Eagle County HHS Prof Sery Final 5/14 EXHIBIT A SCOPE OF SERVICES,SCHEDULE,FEES Consultant will provide services and activities that address the Education Federal Objective by providing income eligible participants educational and leadership opportunities though Colorado Mountain College courses. Income eligible participants are those families or individuals that have legal lawful presence who live in Eagle County and that are at or below 125%Federal Poverty Level. Only individuals who have qualified for the Community Service Block Grant(CSBG)program by trained Eagle County Government employees are eligible to have their tuition and books invoiced through this contract. Consultant must track and document with on monthly invoices all recipients of the services. Consultant shall be provided with funds to pay eligible expenses only.Eligible expenses include only the following:participant tuition in approved Colorado Mountain College courses and,where applicable, associated books including shipping or delivery fees. Consultant shall provide fmancial reports as required by the Grant Reporting Requirements or in the case of an audit. 13 Eagle County HHS Prof Sery Final 5/14 EXHIBIT B INSURANCE CERTIFICATE 14 Eagle County HHS Prof Sery Final 5/14 Client#:37992 COLMO3 DATE(MM/ ACORD„, DA CERTIFICATE OF LIABILITY INSURANCE TE(MMDD/YYYI) 9/23/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Heather Lee NAME: Flood&Peterson Ins.,Inc. PHONE 720977-6016 FAX 720-977-7113 (A/C,No,Ext): (A/C,No): P.O.Box 578 n oRess: HLee @FloodPeterson.com Greeley,CO 80632 970 356-0123 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Hanover Insurance INSURED INSURER B:Pinnacol Assurance Colorado Mountain Junior College INSURER C: District; Attn: Risk Management 802 Grand Avenue INSURER D Glenwood Springs,CO 81601 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSR ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYI) (MM/DD/YYYI) A GENERAL LIABILITY ZB4989526001 04/01/2014 04/01/2015 EACH OCCURRENCE $1,000,000 PRE COMMERCIAL GENERAL LIABILITY ISES(pEaE rrence) $100,000 CLAIMS-MADE X OCCUR MED FRCP(Any one person) $15,000 PERSONAL&ADVINJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY PRO- JECT LOC $ A AUTOMOBILE LIABILITY AW4989525801 04/01/2014 04/01/2015 COMBINED SINGLE LIMIT (Ea accident) j1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) A X UMBRELLA LIAB X OCCUR UH4989525901 04/01/2014 04/01/2015 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 4045403 07/01/2014 07/01/2015 X TWOMU OR - AND EMPLOYERS'LIABILITY _ ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) State of Colorado,Eagle County,its associated or affiliated entities,its successors and assigns,elected officials,employees,agents and volunteers are included as Additional Insured as required by written contract with respects to liability arising out of work performed by the named insured.The coverage is primary and non-contributory to any other valid and/or collectible insurance to the fullest extent the law allows.Waiver of subrogation applies in favor of Eagle County. CERTIFICATE HOLDER CANCELLATION ANY Eagle County Health&Human Services THE SHOULD EXPIRATION H DATE VTHEREOF,E NOTTICEIEWILLL CBE CDELIVERED NE Attn :Sarah Luben ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 660 Eagle,CO 81631 AUTHORIZED REPRESENTATIVE @ 1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S937058/M907963 KXG EXHIBIT C GRANT AGREEMENT AND GRANT AMENDMENT 15 Eagle County HHS Prof Sery Final 5/14 J CSBG15 EAGLE COUNTY GRANT AGREEMENT Between STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS And EAGLE COUNTY Summary Form of Financial Assistance: ® Grant ❑ Loan Award Amount: $42,428.00 Agreement Identification: Contract Encumbrance#: L12CSBG15 (DOLA's primary contract identification#) Contract Management System#: (State of Colorado's contract tracking#) Project Information: Project/Award Number: CSBG 15 Project Name: EAGLE COUNTY Performance Period: Start Date: 03/01/2012 End Date: 09/30/2015 Brief Description of Project/ EAGLE COUNTY will carry out services and/or assistance to low income Assistance: families and individuals Program&Funding Information: Program Name Community Services Block Grant Catalog of Federal Domestic Assistance(CFDA)Number(if federal funds): 93.569 Funding Account Codes: 100 LEBO 102 5120 C215 5102 Page 1 of 18 Form Revised 03/2012 VI 1 11 CSBG15 EAGLE COUNTY i TABLE OF CONTENTS 1.PARTIES 2 2.EFFECTIVE DATE AND NOTICE OF NONLIABILITY. 2 3.RECITALS 3 4.DEFINI'1TIONS 3 5.TERM 4 6. STATEMENT OF PROJECT 4 7.PAYMENTS TO GRANTEE 5 8.REPORTING-NOTIFICATION 6 9.GRANTEE RECORDS 7 10.CONFI ENTIAL INFORMATION-STATE RECORDS 7 11.CONF CTS OF INTEREST 8 12.REPRE ENTATIONS AND WARRANTIES 8 13.INSU NCE 9 14.BREA 10 15.REME IES 10 16.NOTIC S and REPRESENTATIVES 12 17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE 12 18.GOVERNMENTAL IMMUNITY 13 19.STATEWIDE CONTRACT MANAGEMENT SYSTEM 13 20.RESTRICTION ON PUBLIC BENEFITS 13 21.GENERAL PROVISIONS 13 COLORADO SPECIAL PROVISIONS 16 SIGNATURE PAGE 18 EXHIBIT A—APPLICABLE LAWS EXHIBIT B—STATEMENT OF PROJECT EXHIBIT C—BUDGET EXHIBIT I —SUPPLEMENTAL PROVISIONS FOR FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT OF 2006(FFATA) FORM 1—RESIDENCY DECLARATION FORM 2—OPTION LETTER 1.PARTIES This grant agreement(hereinafter called"Grant")is entered into by and between EAGLE COUNTY(hereinafter called"Grantee"),and the STATE OF COLORADO acting by and through the Department of Local Affairs for the benefit lathe Division of Local Government(hereinafter called the"State"or"DOLA"). 2. EFFECWIVE DATE AND NOTICE OF NONLIABILITY. This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee(hereinafter called the"Effective Date").The State shall not be liable to pay or reimburse Grantee for any performance hereunder,including,but not limited to costs or expenses incurred,or be bound by any provision reof prior to(see checked option(s)below): A. ❑ e Effective Date. B. El e later to occur of the Effective Date or the date of a separate letter issued by DOLA("Release of Funds Letter")notifying Grantee of the completion of a satisfactory environmental review and authorizing Grantee to obligate or use Grant Funds. C. ®The Effective Date;provided,however,that all Project costs,if specifically authorized by the funding auth¢rity,incurred on or after March 1,2012,may be submitted for reimbursement as if incurred after the Effe tive Date. D. ❑i sert date for authorized Pre-agreement Costs(as such term is defined in§4). Such costs may be sub fitted for reimbursement as if incurred after the Effective Date. Page 2 of 18 CSBG15 EAGLE COUNTY E. The Effective Date;provided,however,that the costs identified in the checked subsections below may be submitted for reimbursement as if incurred after the Effective Date(see checked suboption(s)below): i. ❑ All Project costs,if specifically authorized by the funding authority, incurred on or after insert federal grant's effective date;and ii. ❑Pre-award costs for insert purpose,if any, incurred on or after insert starting date allowed under the federal award for pre-award costs. F. ❑ The Effective Date;provided however,that all or some of the costs or expenses incurred by Grantee prior to the Effective Date which have been or will be paid with non-federal and/or non-State funds may be included as a part of Grantee's non-federal match requirement, set forth herein and in Exhibit B, Statement of Project, if such costs or expenses are properly documented as eligible expenses in accordance with insert reference to proper documentation. 3.RECITALS A. Authority,Appropriation,And Approval Authority to enter into this Grant exists in CRS §24-32-106 and funds have been budgeted,appropriated and otherwise made available pursuant to CRS §24-32-106 and a sufficient unencumbered balance thereof remains available for payment.Required approvals,clearance and coordination have been accomplished from and with appropriate agencies. B.Consideration The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Grant. C.Purpose The purpose of this Grant is described in Exhibit B. D. References All references in this Grant to sections(whether spelled out or using the § symbol),subsections, exhibits or other attachments,are references to sections,subsections,exhibits or other attachments contained herein or incorporated as a part hereof,unless otherwise noted. 4.DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A. Evaluation "Evaluation"means the process of examining Grantee's Work and rating it based on criteria established in §6 and Exhibit B. B.Exhibits and other Attachments The following are attached hereto and incorporated by reference herein: i. Exhibit A(Applicable Laws) ii. Exhibit B(Statement of Project) iii. Exhibit C(Budget) iv. Exhibit D(Supplemental Provisions for Federal Funding Accountability and Transparency Act) v. Form 1 (form of Residency Declaration) vi. Form 2 (form of Option Letter) C. Goods "Goods"means tangible material acquired,produced,or delivered by Grantee either separately or in conjunction with the Services Grantee renders hereunder. D. Grant "Grant"means this grant agreement,its terms and conditions,attached exhibits,documents incorporated by reference pursuant to the terms of this grant,and any future modifying agreements, exhibits,attachments or references incorporated herein pursuant to Colorado State law,Fiscal Rules,and State Controller Policies. E. Grant Funds "Grant Funds"means available funds payable by the State to Grantee pursuant to this Grant. F.Party or Parties "Party"means the State or Grantee and"Parties"means both the State and Grantee. Page 3 of 18 CSBG15 EAGLE COUNTY G. Pre-agreement costs "Pre-agreement costs",when applicable,means the costs incurred on or after the date as specified in§2 above(,and prior to the Effective Date of this,Grant. Such costs shall have been detailed in Grantee's grant application and specifically authorized by the State and incorporated herein pursuant to Exhibit B. H.Project "Project"means the assistance or services provided by Grantee from the list of federal objective(s)for the Comr#iunity Services Block Grant("CSBG")program,which includes employment,education,income management,housing, emergency services,linkages, self-sufficiency,health and nutrition,and is further described in Exhibit B. I.Budget "Budget"means the budget on Exhibit C for the Work described in Exhibit B. J. Program "Program"means the grant program specified on the first page of this Grant that provides the funding for this Grant. K.Program Year "Program Year"means the period beginning on March 1 and ending on September 30 of the following year;however, for Grant Funds being carried forward from a previous grant agreement between the State and Grantee,the Program Year shall be the period beginning when such Grant Funds are encumbered under this Grant and ending on September 30 of 2012,which shall be called"Program Year 0".Grant Funds for a Program Year which remain unexpended will expire at the end of such Program Year and no longer be available. L.Review "Review"means examining Grantee's Work to ensure that it is adequate,accurate,correct and in accordance with the criteria established in§6 and Exhibit B. M. Serivices "Services"means the required services to be performed by Grantee pursuant to this Grant. N. Subgrantee "Subgrantee"means third-parties,if any,engaged by Grantee to aid in performance of its obligations. O.Wo0k "Work"means the tasks and activities Grantee is required to perform to fulfill its obligations under this Grant and Exhibits B and C,including the performance of the Services and delivery of the Goods. P.Work Product "Work Product"means the tangible or intangible results of Grantee's Work,including,but not limited to, software,research,reports, studies,data,photographs,negatives or other finished or unfmished documents, drawipgs,models, surveys,maps,materials, or work product of any type, including drafts. 5. TERM A.InitiUl Term-Work Commencement Unless otherwise permitted in§2 above,the Parties respective performances under this Grant shall commence on the Effective Date. This Grant shall terminate on September 30,2015 unless sooner termii4ated or further extended as specified elsewhere herein. B. Two Month Extension The State,at its sole discretion upon written notice to Grantee as provided in§16,may unilaterally extend the term of this Grant for a period not to exceed two months if the Parties are negotiating a replacement Grant(and not merely seeking a term extension)at or near the end of any initial term or any extension thereof. The provisions of this Grant in effect when such notice is given,including,but not limited to prices,rates,and delivery requirements, shall remain in effect during the two month extension.The two- month extension shall immediately terminate when and if a replacement Grant is approved and signed by the Colorado State Controller. 6. STATEMENT OF PROJECT A. Completion Page 4 of 18 CSBG15 EAGLE COUNTY Grantee shall complete the Work and its other obligations as described herein and in Exhibits B and C on or before September 30,2015,unless sooner terminated or further extended as specified elsewhere herein. Except as expressly permitted in this Grant,the State shall not be liable to compensate Grantee for any Work performed prior to the Effective Date or after the termination of this Grant. B. Goods and Services Grantee shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the State. C. Employees All persons employed by Grantee or Subgrantees shall be considered Grantee's or Subgrantees' employee(s)for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Grant. 7.PAYMENTS TO GRANTEE The State shall,in accordance with the provisions of this§7,pay Grantee in the following amounts and using the methods set forth below: A. Option Letter/Maximum Amount The maximum amount payable under this Grant to Grantee by the State for Work performed is limited solely to the amount specified below as Grant Funds, and only up to the unpaid obligated balance of Grant Funds that have not expired. Grantee agrees to provide any additional funds required for the successful completion of the Work. Program Years: Grant Funds* Option Letter Amounts** Year 1 —3/1/12 through 9/30/13 $42,428.00 Option Years: Year 0—3/1/11 through 9/30/12 $ *** Year 2—3/1/13 through 9/30/14 _ $ Year 3—3/1/14 through 9/30/15 $ * Grant Funds for a Program Year which remain unexpended will expire at the end of such Program Year and will no longer be available. Grant Funds for any Program Year may be increased by Option Letter as specified under Footnote**below. **Option Letter amounts are estimated prior to the Effective Date of the Grant,are subject to adjustment and encumbrance by Option Letter as follows: i. Upon State's receipt of funding levels from the federal government for a Program Year(each"Funding Level"),the State will give Grantee written notice of such Funding Level within 15 calendar days of State's receipt of such notice.The Parties acknowledge that a Funding Level may: 1)be new funding for a Program Year that may increase or a decrease the estimated Option Letter amount;or 2)increase already encumbered Grant Funds for such Program Year. ii. Grantee shall submit to the State a Project Budget for the applicable Program Year within 30 calendar days of Grantee's receipt of the State's notice(each a"Budget Proposal").Each Budget Proposal shall constitute an offer from the Grantee for providing Services pursuant to the Budget Proposal up to the amount of unpaid obligated Grant Funds that have not expired. iii.Upon State's receipt of the Budget Proposal,and if the State accepts the Budget Proposal, State shall prepare and unilaterally execute an Option Letter in a form substantially equivalent to Form 2,which shall for the Program Year: include the Budget Proposal as an attachment;adjust the Option Letter amounts to the amount received from the federal government;and encumber the Option Letter amount as Grant Funds for the applicable Program Year. If exercised,the provisions of the Option Letter shall become part of and be incorporated into this Grant. Page 5 of 18 1 CSBG15 EAGLE COUNTY ***The Option Letter amount for Program Year 0,if any,will not be known until the previous grant agreement between the State and Grantee containing such funds is closed out. Such Option Letter amounts are subject to encumbrance under this Grant by Option Letter as specified under Footnote **above. B.Payment i.Advance,Interim and Final Payments Any advance payment allowed under this Grant or in Exhibit B shall comply with State Fiscal Rules dnd be made in accordance with the provisions of this Grant or such Exhibit. Grantee shall initiate any payment requests by submitting invoices to the State in the form and manner set forth and approved by the State. ii. Interest The State shall not pay interest on Grantee invoices.The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents performance by Grantee previously accepted by the State. iii.Available Funds-Contingency-Termination The State is prohibited by law from making fiscal commitments beyond the term of the State's current fiscal year.Therefore, Grantee's compensation is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions,set forth below. If federal funds are used with this Grant in whole or in part,the State's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Grant shall be made only from available funds encumbered for this Grant and the State's liability for such payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds are not fully appropriated,or otherwise become unavailable for this Grant,the State may immediately terminate this Grant in whole or in part to the extent of funding reduction without further liability in accordance with the provisions herein. iv. Erroneous Payments At the State's sole discretion,payments made to Grantee in error for any reason,including,but not limited to overpayments or improper payments, and unexpended or excess funds received by Grantee, may be recovered from Grantee by deduction from subsequent payments under this Grant or other grants,grants or agreements between the State and Grantee or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the §tate. C. Use of Funds Grant Funds shall be used only for eligible costs identified herein and/or in Exhibit B. 8.REPORTING-NOTIFICATION Reports,Ei'aluations, and Reviews required under this§8 shall be in accordance with the procedures of and in such form as prescribed by the State and in accordance with§19,if applicable. A.Performance,Progress,Personnel,and Funds Grantee shall submit a report to the State upon expiration or sooner termination of this Grant,containing an Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In additipn,Grantee shall comply with all reporting requirements,if any, set forth in Exhibit B. B. Litigation Reporting Withi 10 days after being served with any pleading in a legal action filed with a court or administrative agenc ,related to this Grant or which may affect Grantee's ability to perform its obligations hereunder, Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein.If the State's principal representative is not then serving,such notice and copies shall be delivered to the Executive Director of DOLA. C. Noncompliance Grantee's failure to provide reports and notify the State in a timely manner in accordance with this§8 may result in the delay of payment of funds and/or termination as provided under this Grant. D. Sub*rants Page 6 of 18 CSBG15 EAGLE COUNTY Copies of any and all subgrants entered into by Grantee to perform its obligations hereunder shall be submitted to the State or its principal representative upon request by the State.Any and all subgrants entered into by Grantee related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such subgrants be governed by the laws of the State of Colorado. 9.GRANTEE RECORDS Grantee shall make,keep,maintain and allow inspection and monitoring of the following records: A. Maintenance Grantee shall make,keep,maintain,and allow inspection and monitoring by the State of a complete file of all records,documents,communications,notes and other written materials,electronic media files, and communications,pertaining in any manner to the Work or the delivery of Services(including,but not limited to the operation of programs)or Goods hereunder. Grantee shall maintain such records(the "Record Retention Period")until the last to occur of the following: (i)a period of five years after the date this Grant is completed or terminated,or 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 and any other duly authorized agent of a governmental agency to audit, inspect,examine,excerpt,copy and/or transcribe Grantee's records related to this Grant during the Record Retention Period for a period of five years following termination of this Grant or final payment hereunder,whichever is later,to assure compliance with the terms hereof or to evaluate Grantee's performance hereunder.The State reserves the right to inspect the Work at all reasonable times and places during the term of this Grant, including any extension.If the Work fails to conform to the requirements of this Grant,the State may require Grantee promptly to bring the Work into conformity with Grant requirements,at Grantee's sole expense.If the Work cannot be brought into conformance by re- performance or other corrective measures,the State may require Grantee to take necessary action to ensure that future performance conforms to Grant requirements and exercise the remedies available under this Grant,at law or inequity in lieu of or in conjunction with such corrective measures. C. Monitoring Grantee shall permit the State,the federal government,and other governmental agencies having jurisdiction,in their sole discretion,to monitor all activities conducted by Grantee pursuant to the terms of this Grant using any reasonable procedure,including,but not limited to: internal evaluation procedures, examination of program data,special analyses,on-site checking,formal audit examinations,or any other procedures.All monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Grantee's performance hereunder. D. Final Audit Report Grantee shall provide a copy of its audit report(s)to DOLA as specified in Exhibit B. 10. CONFIDENTIAL INFORMATION-STATE RECORDS Grantee shall comply with the provisions on this§10 if it becomes privy to confidential information in connection with its performance hereunder.Confidential information, includes,but is not necessarily limited to, state records,personnel records, and information concerning individuals. A. Confidentiality Grantee shall keep all State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information.Any request or demand by a third party for State records and information in the possession of Grantee shall be immediately forwarded to the State's principal representative. Except as otherwise provided in this Grant,Grantee shall keep all patient and offender information confidential. B.Notification Grantee shall notify its agent,employees, Subgrantees,and assigns who may come into contact with State records and confidential information that each is subject to the confidentiality requirements set forth herein, Page 7 of 18 1 CSBG15 EAGLE COUNTY and shall provide each with a written explanation of such requirements before they are permitted to access such records and information. C. Use Security,and Retention Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee or its agents in any way,except as authorized by this Grant or approved in writing by the State. Grantee shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located.Confidential information shall not be retained in any files or otherVvise by Grantee or its agents,except as permitted in this Grant or approved in writing by the State. D.Disdlosure-Liability Disci¢sure of State records or other confidential information by Grantee for any reason may be cause for legal action by third parties against Grantee,the State or their respective agents. Grantee shall,to the extent permitted by law,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, Subgrantees, or assignees pursuant to this§10. E.Health Portability and Insurance Portability and Accountability Act of 1996(HIPAA) DOLA is not a covered entity under HIPAA for purposes of this Grant. If the Grantee is a covered entity under;HIPAA,it shall comply with the requirements of HIPAA,and in all instances shall comply with all other federal and state laws protecting the confidentiality of patient information. 11.CONFLICTS OF INTEREST Grantee shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Grantee's obligations hereunder.Grantee acknowledges that with respe t to this Grant,even the appearance of a conflict of interest is harmful to the State's interests.Absent the State's rior written approval,Grantee shall refrain from any practices,activities or relationships that reasonabl appear to be in conflict with the full performance of Grantee's obligations to the State hereunder. If a conflict or ppearance exists, or if Grantee is uncertain whether a conflict or the appearance of a conflict of interest ex ts,Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's co ideration.Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of this Grant. 12.REPRESENTATIONS AND WARRANTIES Grantee m es the following specific representations and warranties,each of which was relied on by the State in entering into this Grant. A. Standard and Manner of Performance Grantee shall perform its obligations hereunder in accordance with the highest standards of care,skill and diligence in the industry,trades or profession and in the sequence and manner set forth in this Grant. B. Legal Authority—Grantee and Grantee's Signatory Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions required by its procedures,by-laws,and/or applicable laws to exercise that authority,and to lawfully autho 'ze its undersigned signatory to execute this Grant,or any part thereof,and to bind Grantee to its terms If requested by the State,Grantee shall provide the State with proof of Grantee's authority to enter into t is Grant within 15 days of receiving such request. C. Lic ses,Permits,Etc. Grant a represents and warrants that as of the Effective Date it has,and that at all times during the term hereo it shall have,at its sole expense,all licenses,certifications,approvals,insurance,permits, and other autho>}ization required by law to perform its obligations hereunder. Grantee warrants that it shall maintain all neOessary licenses,certifications,approvals, insurance,permits, and other authorizations required to properly perform this Grant,without reimbursement by the State or other adjustment in Grant Funds. Addit onally, all employees and agents of Grantee performing Services under this Grant shall hold all requi d licenses or certifications,if any,to perform their responsibilities. Grantee,if a foreign corporation or oth r foreign entity transacting business in the State of Colorado,further warrants that it currently has obtai d and shall maintain any applicable certificate of authority to transact business in the State of 1 1 Page 8 of 18 i CSBG15 EAGLE COUNTY Colorado and has designated a registered agent in Colorado to accept service of process.Any revocation, withdrawal or non-renewal of licenses,certifications,approvals,insurance,permits or any such similar requirements necessary for Grantee to properly perform the terms of this Grant shall be deemed to be a material breach by Grantee and constitute grounds for termination of this Grant. 13.INSURANCE Grantee and its 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§13(B)with respect to Subgrantees that are not"public entities". B. Grantees and Subgrantees Grantee shall require each Grant with Subgrantees,other than those that are public entities,providing Goods or Services in connection with this Grant,to include insurance requirements substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute,and Employer's Liability Insurance covering all of Grantee and Subgrantee 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. iii.Automobile Liability Automobile Liability Insurance covering any auto(including owned,hired and non-owned autos)with a minimum limit of$1,000,000 each accident combined single limit. iv.Additional Insured Grantee and the State shall be named as additional insured on the Commercial General Liability Insurance policies (leases and construction Grants require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037,or equivalent). v. Primacy of Coverage Coverage required of Grantee and Subgrantees shall be primary over any insurance or self-insurance program carried by Grantee or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the Grantee and Grantee shall forward such notice to the State in accordance with§16(Notices and Representatives)within seven days of Grantee's receipt of such notice. vii.Subrogation Waiver Page 9 of 18 , CSBG15 E GLE COUNTY 11 insurance policies in any way related to this Grant and secured and maintained by Grantee or its bgrantees as required herein shall include clauses stating that each carrier shall waive all rights of r covery,under subrogation or otherwise,against Grantee or the State,its agencies, institutions, ganizations,officers,agents,employees,and volunteers. viii. Malpractice/Professional Liability Insurance his section❑ shall I ® shall not apply to this Grant. rantee and Subgrantees shall maintain in full force and effect a Professional Liability Insurance olicy in the minimum amount of$1,000,000 per occurrence and$3,000,000 in the aggregate,written oh 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 1*purchased.The Grantee named in this Grant shall be responsible for all claims,damages, losses or ebcpenses,including attorney's fees,arising out of or resulting from the Grantee's performance of professional services under the Grant. C. Certificates Grantee and all Subgrantees shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Grant.No later than 15 days prior to the expiration date of any such coverage, Grantee and each Subgrantee shall deliver to the State or Grantee certificates of insurance evidencing renewals thereof.In addition,upon request by the State at any other time during the term of this Grant or any subgrant,Grantee and each Subgrantee shall,within 10 days of such request,supply to the State evidence satisfactory to the State of compliance with the provisions of this §13. 14.BREA H A.Def ed In addition to any breaches specified in other sections of this Grant,the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, constitutes a breach. The institution of proceedings under any bankruptcy,insolvency,reorganization or similar law,by or against Grantee,or the appointment of a receiver or similar officer for Grantee or any of its pr perty,which is not vacated or fully stayed within 20 days after the institution or occurrence thereof, shall also constitute a breach. B.Notice and Cure Period In the event of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in§16. If such breach is not cured within 30 days of receipt of written notice,or if a cure cannot be completed within 30 days,or if cure of the breach has not begun within 30 days and pursued with due diligence,the State may exercise any of the remedies set forth in§15.Notwithstanding anything to the contrary herein,the State,in its sole discretion,need not provide advance notice or a cure period and may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 15.REMEDIES If Grantee s in breach under any provision of this Grant or if the State terminates this Grant pursuant to§15(B), the State s 11 have the remedies listed in this§15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period set forth in§14(B),if applicable.The State may exercise any or all of the remedies available to it,in its sole discretion,concurrently or consecutively. A. TerIination for Cause and/or Breach If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Grant and in a timely manner,the State may notify Grantee of such non-performance in accordance with the provisions herein. If Grantee thereafter fails to promptly cure such non-performance within the cure period,the State,at its option,may terminate this entire Grant or such part of this Grant as to which there has been delay or a failure to properly perform. Page 10 of 18 CSBG15 EAGLE COUNTY Exercise by the State of this right shall not be deemed a breach of its obligations hereunder.Grantee shall continue performance of this Grant to the extent not terminated, if any. i. Obligations and Rights To the extent specified in any termination notice,Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice,and shall terminate outstanding orders and subgrants/subcontracts with third parties.However,Grantee shall complete and deliver to the State all Work,Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Grant's terms.At the sole discretion of the State, Grantee shall assign to the State all of Grantee's right,title,and interest under such terminated orders or subgrants/subcontracts. Upon termination,Grantee shall take timely,reasonable and necessary action to protect and preserve property in the possession of Grantee in which the State has an interest. All materials owned by the State in the possession of Grantee shall be immediately returned to the State.All Work Product,at the option of the State,shall be delivered by Grantee to the State and shall become the State's property. ii. Payments The State shall reimburse Grantee only for accepted performance up to the date of termination. If,after termination by the State, it is determined that Grantee was not in breach or that Grantee's action or inaction was excusable,such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public interest,as described herein. iii.Damages and Withholding Notwithstanding any other remedial action by the State,Grantee also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the State may withhold any payment to Grantee for the purpose of mitigating the State's damages,until such time as the exact amount of damages due to the State from Grantee is determined.The State may withhold any amount that may be due to Grantee as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders,or to reimburse the State for the excess costs incurred in procuring similar goods or services. Grantee shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. B.Early Termination in the Public Interest The State is entering into this Grant for the purpose of carrying out the public policy of the State of Colorado,as determined by its Governor,General Assembly,and/or Courts.If this Grant ceases to further the public policy of the State,the State,in its sole discretion,may terminate this Grant in whole or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder.This subsection shall not apply to a termination of this Grant by the State for cause or breach by Grantee,which shall be governed by§15(A)or as otherwise specifically provided for herein. i. Method and Content The State shall notify Grantee of such termination in accordance with§16.The notice shall specify the effective date of the termination and whether it affects all or a portion of this Grant. ii. Obligations and Rights Upon receipt of a termination notice,Grantee shall be subject to and comply with the same obligations and rights set forth in§15(A)(i). iii.Payments If this Grant is terminated by the State pursuant to this§15(B),Grantee shall be paid an amount which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed bear to the total Services covered by this Grant,less payments previously made. Additionally, if this Grant is less than 60%completed,the State may reimburse Grantee for a portion of actual out-of-pocket expenses(not otherwise reimbursed under this Grant)incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. C.Remedies Not Involving Termination Page 11 of 18 CSBG15 EAGLE COUNTY The State,at its sole discretion,may exercise one or more of the following remedies in addition to other remedies available to it: i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or plerformance schedule.Grantee shall promptly cease performance and incurring costs in accordance With the State's directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. ii. Withhold Payment Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and completed. iii. eny Payment eny payment for those obligations not performed,that due to Grantee's actions or inactions,cannot be performed or, if performed,would be of no value to the State;provided,that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. iv.Removal Demand removal of any of Grantee's employees,agents,or Subgrantees whom the State deems incompetent, careless,insubordinate,unsuitable,or otherwise unacceptable,or whose continued relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest. v. Intellectual Property If Grantee infringes on a patent,copyright,trademark,trade secret or other intellectual property right While performing its obligations under this Grant, Grantee shall,at the State's option(a)obtain for the State or Grantee the right to use such products and services;(b)replace any Goods, Services,or other product involved with non-infringing products or modify them so that they become non-infringing;or, (t)if neither of the foregoing alternatives are reasonably available,remove any infringing Goods, Services,or products and refund the price paid therefore to the State. 16.NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party.All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below.In addition to,but not in lieu of a hard-copy notice,notice also may be sent by e-mail to the e-mail addresses,if any,set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein,all notices shall be effective upon receipt. A. State: Tony Hernandez Division of Local Government Colorado Department of Local Affairs 1313 Sherman Street,room 521 Denver,CO 80203 Email:tony.hemandez @state.co.us B.Grantee: Peter Runyon,Chairman BOCC Eagle County PO Box 660 Eagle,CO 81631 peter.runyon @eaglecounty.us 17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE This section❑ shall® shall not apply to this Grant. Any software,research,reports,studies,data,photographs,negatives or other documents,drawings,models, materials,Or Work Product of any type,including drafts,prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and,all Work Product shall be delivered Page 12of18 CSBG15 EAGLE COUNTY to the State by Grantee upon completion or termination hereof. The State's exclusive rights in such Work Product shall include,but not be limited to,the right to copy,publish,display,transfer,and prepare derivative works. Grantee shall not use,willingly allow,cause or permit such Work Product to be used for any purpose other than the performance of Grantee's obligations hereunder without the prior written consent of the State. 18. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary,nothing herein shall constitute a waiver,express or implied, of any of the immunities,rights,benefits,protection,or other provisions of the GIA. 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 GIA and the risk management statutes, CRS §24-30-1501,et seq.,as amended. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Grant is$100,000 or greater,either on the Effective Date or at anytime thereafter,this§19 applies. Grantee agrees to be governed,and to abide,by the provisions of CRS §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state Grants and inclusion of Grant performance information in a statewide Contract Management System. Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Grant, State law,including CRS §24-103.5-101,and State Fiscal Rules,Policies and Guidance. Evaluation and Review of Grantee's performance shall be part of the normal Grant administration process and Grantee's performance will be systematically recorded in the statewide Contract Management System.Areas of Evaluation and Review shall include,but shall not be limited to quality, cost and timeliness.Collection of information relevant to the performance of Grantee's obligations under this Grant shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of Grantee's obligations. Such performance information shall be entered into the statewide Contract Management System at intervals established herein and a final Evaluation,Review and Rating shall be rendered within 30 days of the end of the Grant term.Grantee shall be notified following each performance Evaluation and Review,and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to meet the performance measures established hereunder,the Executive Director of the Colorado Department of Personnel and Administration(Executive Director),upon request by the Department of Local Affairs,and showing of good cause,may debar Grantee and prohibit Grantee from bidding on future Grants.Grantee may contest the final Evaluation,Review and Rating by: (a)filing rebuttal statements,which may result in either removal or correction of the evaluation(CRS §24-105-102(6)),or(b)under CRS §24-105-102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107,201 or 202,which may result in the reversal of the debarment and reinstatement of Grantee,by the Executive Director,upon a showing of good cause. 20.RESTRICTION ON PUBLIC BENEFITS This section® shall❑ shall not apply to this Grant. Grantee must confirm that any individual natural person 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 applicant to: A.Produce an identification document in accordance with §2.1.1 through§2.1.3 of Colorado Department of Revenue's Rule#1 CCR 201-17,Rule for Evidence of Lawful Presence,as amended. B.Execute an affidavit herein attached as Form 1,Residency Declaration, stating i. That he or she is a United States citizen or legal permanent resident; or ii. That he or she is otherwise lawfully present in the United States pursuant to federal law. [The following applies if Grant is funded with federal funds]. Notwithstanding the foregoing,to the extent that there is any conflict with the provisions above or those set forth in the Residency Declaration attached hereto as Form 1 and any provision of federal law,the provisions of federal law shall prevail. 21.GENERAL PROVISIONS Page 13of18 CSBG15 EAGLE COUNTY A. Assnment and Subgrants Grant e's rights and obligations hereunder are personal and may not be transferred,assigned or subgranted witho jt the prior,written consent of the State.Any attempt at assignment,transfer,or subgranting without such consent shall be void.All assignments, subgrants,or Subgrantees approved by Grantee or the State are subject to all of the provisions hereof.Grantee shall be solely responsible for all aspects of subgranting arrangements and performance. B. Bin ing Effect Except as otherwise provided in§21(A),all provisions herein contained,including the benefits and burde s,shall extend to and be binding upon the Parties' respective heirs,legal representatives,successors, and a signs. C.Captions The captions and headings in this Grant are for convenience of reference only,and shall not be used to . interpret,define,or limit its provisions. D. Counterparts This Grant may be executed in multiple identical original counterparts,all of which shall constitute one agreement. E. Entire Understanding This Grant represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written,are merged herein. Prior or contemporaneous additions, deletions,or other changes hereto shall not have any force or effect whatsoever,unless embodied herein. F.Indemnification-General Grantee shall,to the extent permitted by law,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, agentl, Subgrantees,or assignees pursuant to the terms of this Grant;however,the provisions 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 GIA or the Federal Tort Claims Act, 28 U.S.C.2671 et seq.,as applicable,as now or hereafter amended. G.Jurisdiction and Venue All suits,actions,or proceedings related to this Grant shall be held in the State of Colorado and exclusive venue;shall be in the City and County of Denver. H. List',of Selected Applicable Laws At all times during the performance of this Grant, Grantee 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.Grantee also shall require compliance with spch laws and regulations by Subgrantees under subgrants permitted by this Grant. I.Modification i. By the Parties Except as specifically provided in this Grant,modifications of this Grant shall not be effective unless 1 a eed to in writing by the Parties in an amendment hereto,properly executed and approved in a cordance with applicable Colorado State law, State Fiscal Rules,and Office of the State Controller licies, including,but not limited to,the policy entitled MODIFICATION OF CONTRACTS - OLS AND FORMS. ii. By Operation of Law This Grant is subject to such modifications as may be required by changes in Federal or Colorado State law,or their implementing regulations.Any such required modification automatically shall be incorporated into and be part of this Grant on the effective date of such change, as if fully set forth herein. J.Order of Precedence The provisions of this Grant shall govern the relationship of the Parties.In the event of conflicts or incorAistencies between this Grant and its exhibits and attachments including,but not limited to,those Page 14 of 18 CSBG15 EAGLE COUNTY provided by Grantee,such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Exhibit D Supplemental Provisions for Federal Funding Accountability and Transparency Act, ii. Colorado Special Provisions, iii.The provisions of the main body of this Grant, iv.Exhibit A(Applicable Laws), v. Exhibit B(Statement of Project),and vi. Exhibit C (Budget). K. Severability Provided this Grant can be executed and performance of the obligations of the Parties accomplished within its intent,the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. L. Survival of Certain Grant Terms Notwithstanding anything herein to the contrary,provisions of this Grant requiring continued performance, compliance,or effect after termination hereof,shall survive such termination and shall be enforceable by the State if Grantee fails to perform or comply as required. M. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32(No. 84-730123K)and from all State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions apply when materials are purchased or services rendered to benefit the State;provided however,that certain political subdivisions(e.g.,City of Denver)may require payment of sales or use taxes even though the product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing Grantee for them. N. Third Party Beneficiaries Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties,and not to any third party.Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. O.Waiver Waiver of any breach of a term,provision,or requirement of this Grant,or any right or remedy hereunder, whether explicitly or by lack of enforcement,shall not be construed or deemed as a waiver of any subsequent breach of such term,provision or requirement,or of any other term,provision,or requirement. P. 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 REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 15 of 18 i CSBG15 EAGLE COUNTY COLORADO SPECIAL PROVISIONS The Special Provisions apply to all Grants except where noted in italics. 1. CON ROLLER'S APPROVAL.CRS§24-30-202(1). This ant shall not be deemed valid until it has been approved by the Colorado State Controller or designee. 2. FUNI AVAILABILITY.CRS§24-30-202(5.5). F.inan 'al obligations of the State payable after the current fiscal year are contingent upon funds for that purposje being appropriated,budgeted,and otherwise made available. 3. GOVI4RNMENTAL 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. INDEI'ENDENT CONTRACTOR Grantee shall perform its duties hereunder as an independent Grantee and not as an employee.Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefit's through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees.Unemployment insurance benefits shall be available to Grantee and its employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Grant. rantee shall not have authorization,express or implied,to bind the State to any agreement,liability or and rstanding,except as expressly set forth herein.Grantee shall(a)provide and keep in force workers' compe sation and unemployment compensation insurance in the amounts required by law,(b)provide proof thereo when requested by the State,and(c)be solely responsible for its acts and those of its employees and agents 5. COM LIANCE WITH LAW. Grantee shall strictly comply with all applicable federal and State laws,rules,and regulations in effect or herea r established,including,without limitation,laws applicable to discrimination and unfair emplo ment practices. 6. CHOICE E 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 enfclrceable 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. SOF*ARE 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. 1 Page 16 of 18 ■ CSBG15 EAGLE COUNTY 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 agreements] Subject to CRS §24-30-202.4(3.5),the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a)unpaid child support debts or child support arrearages; (b)unpaid balances of tax,accrued interest,or other charges specified in CRS §39-21-101, et seq.;(c)unpaid loans due to the Student Loan Division of the Department of Higher Education;(d)amounts required to be paid to the Unemployment Compensation Fund;and(e)other unpaid debts owing to the State as a result of final agency determination or judicial action. 11. PUBLIC GRANTS FOR SERVICES.CRS§8-17.5-101. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services,sponsored projects, intergovernmental Agreements, or information technology services or products and services] Grantee certifies,warrants,and agrees that it does not knowingly employ or contract with an illegal alien who shall perform work under this Grant and shall confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Grant,through participation in the E-Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c),Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or enter into a grant with a Subgrantee that fails to certify to Grantee that the Subgrantee 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 State program procedures to undertake pre- employment screening of job applicants while this Grant is being performed,(b)shall notify the Subgrantee and the granting State agency within three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal alien for work under this Grant,(c)shall terminate the Subgrant if a Subgrantee 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 State program,Grantee shall deliver to the granting State agency,Institution of Higher Education or political subdivision,a written,notarized affirmation,affirming that Grantee has examined the legal work status of such employee,and shall comply with all of the other requirements of the State program.If Grantee fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq.,the granting State agency,institution of higher education or political subdivision may terminate this Grant for breach and,if so terminated,Grantee shall be liable for damages. 12. PUBLIC GRANTS WITH NATURAL PERSONS.CRS§24-76.5-101. Grantee,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b)shall comply with the provisions of CRS §24-76.5-101 et seq.,and(c)has produced one form of identification required by CRS §24-76.5-103 prior to the Effective Date of this Grant. SPs Effective 1/1/09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 17 of 18 ■ CSBG15 EAGLE COUNTY SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS GRANT *Perso4s 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 John W.Hickenlooper,GOVERNOR By: i, , L,�;,,,I` or■ s, „ DEPARTMENT OF LOCAL AFFAIRS Name of Authorized Individual Title: t • 'Mkt MJ By: 11 fficial Title of razed Individual Reeves Brown,Executive Director t 'lBt *5j,' Date: Date: i 5 i 2'' wir PRE-APPROVED FORM CONTRACT REVIEWER By: Becky Calomino,Federal Grants Program Manager Date: ALL GRANTS REOUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State grants.This Grant is not valid until signed and dated beloAv 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. I j STATE CONTROLLER David J.McDermott,CPA By: Barbara M.Casey,CPA,Controller Delegate Date: Page 18 of 18 • CSBG15 EAGLE COUNTY FORM 1 RESIDENCY DECLARATION In order to be eligible to receive the assistance you seek, you, as an applicant must be lawfully within the United States. Please read this Declaration carefully. Please feel free to consult with an immigration lawyer or other expert of your choosing. I, , swear or affirm under penalty of perjury that(check one): H I am a United States citizen,or ❑ I am a non-citizen national of the United States, or n I have an immigration status that makes me a "qualified alien". I hereby agree to provide any documentation which may be required pursuant to Federal law,Interim Guidelines published by the United States Department of Justice (62 FR 61344)or, if applicable, Colorado laws and regulations, if the Colorado laws are not inconsistent with Federal law. I acknowledge that making a false, fictitious, or fraudulent statement or representation in this Declaration is punishable under the criminal laws of Colorado as perjury in the second degree under Colorado Revised Statues §18-8-503 and shall constitute a separate criminal offense each time a public benefit is fraudulently received. Name(please print) Signature Date Page 1 of 1—Residency Declaration CSBG15 EAGLE COUNTY FORM 2 OPTION LETTER,Number To GRANT AGREEMENT Between STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS And Insert Grantee's Full Legal Name(Capitalized) Summary • Form of Financial Assistance: ❑Grant ❑Loan This Option Letter Amount: Revised Total Award Amount: Aareemenit Identification: Contract Encumbrance#: (DOLA's primary contract identification#) Contract Management System#: (State,of Colorado's contract tracking#for this Original Grant's CMS#: option letter and for the original grant agreement) Project Information: Project/Award Number: Project Natne: Performance Period: Start Date: End Date: Brief Description of Change(s)in this Option Letter: Program 4 Funding Information: Program Name Catalog of Federal Domestic Assistance(CFDA)Number(if federal funds): Funding Account Codes: Page 1 of 3—Option Letter CSBG15 EAGLE COUNTY FORM 2 Date: 1) OPTIONS: a.Option to accept Budget Proposal. (Use for all options) b.Option to adjust Option Letter amounts to the Funding Level amount from the federal government and encumber Grant Funds for a Program Year. c.Option to increase Grant Funds for a Program Year to the Funding Level amount from the federal government for such Program Year. 2) REQUIRED PROVISIONS. a.For use with all Options: In accordance with Section 7(A)of the original grant agreement("Grant") between the State of Colorado,Department of Local Affairs,and Contractor's Name,the State hereby exercises its option to approve the attached Budget Proposal for Program Year No. from 3/1/ through 9/30/ , which is attached hereto as Exhibit and incorporated by reference herein(the "Budget Proposal"). b.For use with Option 1(b): In accordance with Section 7(A)of the Grant,the State hereby exercises its option top increase,U decrease the Option Letter amount of for Program Year No from 3/1/ through 9/30/ and to encumber such funds,which shall be Grant Funds under the Grant.' The table in Section 7(A)is hereby modified accordingly. c. For use with Option 1(c): In accordance with Section 7(A)of the Grant,the State hereby exercises its option to increase Grant Funds by for Program Year No from 3/1/ through 9/30/ for a new Grant Funds total of for such Program Year The table in Section 7(A)is hereby modified accordingly. d.For use with all Options: The aggregate maximum amount of Grant Funds in.the Grant is hereby U increased,U decreased to a new Grant Funds value of$Insert New$Amt as consideration for Work ordered under the Grant.The State's obligation is limited to the unpaid obligated Grant Funds amount that has not expired. 3) Effective Date.The effective date of this Option Letter is upon approval of the State Controller or whichever is later. STATE OF COLORADO John W.Hickenlooper,GOVERNOR PRE-APPROVED FORM CONTRACT REVIEWER DEPARTMENT OF LOCAL AFFAIRS By: By: Reeves Brown,Executive Director Becky Calomino,Federal Grants Program Manager Date: Date: ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State grants.This Option Letter is not valid until signed and dated below by the State Controller or delegate.Grantee is not authorized to begin performance until such time. If Grantee begins performing prior thereto,the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER David J.McDermott,CPA By: Page 2 of 3—Option Letter CSBG15 EAGLE COUNTY FORM 2 Barbara M.Casey,CPA,Controller Delegate Date: • Page 3 of 3—Option Letter r Economic Services HEALTH &HUMAN SERVICES Children and Family Services (970) 328-8840 Public Health and Aging Services FAX: (855)455-8828 Finance and Operations www.eaglecounty.us EAGLE COUNTY,COLORADO Memorandum To: Rachel Oys, HHS Executive Director Rosie Moreno, CSBG Administrator From: Peter Runyon, Chairman Eagle County Board of County Commissioners CC: Sherri Almond, Director Children & Family Services Date: May 8, 2012 Re: Signature authority for Community Services Block Grant(CSBG) Reports As Chairman of the Eagle County Board of County Commissioners, I hereby authorize Rosie Moreno as the Responsible Administrator for the CSBG grant and/or Rachel Oys as the Executive Director of Health and Human Services, to sign quarterly progress and financial reports for the CSBG program on behalf of Eagle County. � ' SfIS( f- - - '.! •n BoCC..irperson Date SGt�t s �'1 Vie Old Courthouse Building,551 Broadway,P.O. Box 660, Eagle,Colorado 81631-0660 CSBG#15—Eagle County GRANT AMENDMENT Amendment#: 1 Encumbrance#: L12CSBG15 Original Contract CMS/CLIN#: 45160,59179 Amendment CMS#: 66655 1) PARTIES This Amendment to the above-referenced original grant agreement(hereinafter called the"Grant") is entered into by and between EAGLE COUNTY(hereinafter called"Grantee"), and the STATE OF COLORADO(hereinafter called the"State") acting by and through the Department of Local Affairs, (hereinafter called"DOLA"). 2) EFFECTIVE DATE AND ENFORCEABILITY This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee (hereinafter-called the"Effective Date").The State shall not be liable to pay or reimburse Grantee for any performance hereunder including, but not limited to,costs or expenses incurred,or be bound by any provision hereof prior to the Effective Date. 3) FACTUAL RECITALS The Parties entered into the Grant to provide funding for services and/or assistance to low income families and individuals. The Grant covers a three-year period: 03/01/12 through 09/30/15. This amendment modifies the activities and eligible expenses for Grantee, and adds a subgrantee for Year 3. This amendment also provides an allocation of Year 3 funding to Grantee. Finally, this amendment changes the Representative for the State and provides Grantee with an updated Exhibit D—Supplemental Provisions for Federal Funding Accountability and Transparency Act of 2006(FFATA). 4) CONSIDERATION-COLORADO SPECIAL PROVISIONS The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Amendment.The Parties agree to replacing the Colorado Special Provisions with the most recent version(if such have been updated since the Contract and any modification thereto were effective)as part consideration for this Amendment. 5) LIMITS OF EFFECT This Amendment is incorporated by reference into the Grant,and the Grant and all prior amendments thereto, if any, remain in full force and effect except as specifically modified herein. 6) MODIFICATIONS The Grant and all prior amendments thereto, if any,are modified as follows: a. Grant,Cover Page Award Amount is modified by deleting the current amount: "Award Amount: $42,428.00" I and inserting the following in lieu thereof: "Award Amount: $124,147.00" b. Grant,Section 7. Payments to Grantee 7.A.Option Letter/Maximum Amount is modified by deleting the original table in its entirety: "Program,Years: Grant Funds* Option Letter Amounts** Year 1—3/1/12 through 9/30/13 $42,428.00 Option Years: Year 0—3/1/11 through 9/30/12 $ *** Year 2—3/1/13 through 9/30/14 $ Year 3—3/1/14 through 9/30/15 $ " Page 1 of 9 Effective Date:1/6/09-Rev 5/4/10 laAI-1 CSBG#15—Eagle County and inserting the following table in lieu thereof: "Program Years: Grant Funds* Option Letter Amounts** Year 1 —3/1/12 through 9/30/13 $42,428.00 Option Years: Year 0—3/1/11 through 9/30/12 $0 $ *** Year 2—3/1/13 through 9/30/14 $39,807.00 $ Year 3—3/1/14 through 9/30/15 $41,912.00 $ " c. Grant, 16.Notices and Representatives A. State is modified by deleting the current Representative: "Tony Hernandez Division of Local Government Colorado Department of Local Affairs 1313 Sherman Street,room 521 Denver,CO 80203 Email: tony.hernandez @state.co.us" and inserting the following in lieu thereof: "Chantal Unfug Division of Local Government Colorado Department of Local Affairs 1313 Sherman Street,room 521 Denver,CO 80203 Email: chantal.unfug @state.co.us" d. Exhibit B,1. Project Description is modified by deleting the first sentence: "Grantee shall provide assistance or services from the list of Federal Objective(s)for the CSBG Program: Linkages." and inserting the following in lieu thereof: "Assistance or services to be provided under this Grant shall meet the Emergency Services and Education Federal Objectives. The assistance or services provided by Grantee or sub-grantees are detailed below:" e. Exhibit B, 1. Project Description 1.1 Grantee is modified by deleting the Original contract language in its entirety: "1.1 Grantee will provide information and referral to parents through the Bright Beginnings program and Early Head Start program by conducting home visitation and parent groups to improve parenting and family functioning that promotes school readiness skills. Eligible expenses are: a portion of salaries and benefits for the Home Visitor,Supervisor and Program Evaluator and Home Visitor(tuition and training expenses,cell phone service and client service mileage reimbursement)." and inserting the following in lieu thereof: "1.1 Grantee. Grantee shall provide services and activities that address the Federal Objectives of Employment and Emergency Services by providing income eligible participants educational and leadership opportunities through Colorado Mountain College courses and Family Leadership Institute,and will provide one-time emergency assistance through sub-grantee Western Slope Catholic Charities. Page 2 of 9 Effective Date:1/6/09-Rev 5/4/10 CSBG#15—Eagle County 1.1.1 Eligible expenses for Education are: participant tuition,books including shipping or delivery fees;child care for participants attending class,mileage reimbursement for participants, and tuition and fees to participate in the Family Leadership Training Institute(FLTI)program 1.1.2 Grantee may seek reimbursement for: a portion of salaries and benefits for staff who administer the CSBG program;conference and training registration fees for staff,subgrantees or Tripartite Board members;travel expenses including mileage,meals and child care;consultant fees to conduct community needs assessment;and direct operating costs. 1.2 Western Slope Catholic Charities. This subgrantee shall receive a subaward from Grantee to provide services and activities that address the Emergency Services Federal Objective by providing income eligible • participants one-time emergency assistance to stabilize the household. Eligible expenses are: rent or mortgage assistance,medical and dental,utility payments(water,sewer,trash,electricity,natural gas or propane for heating source),and transportation(bus pass or gas voucher)." f. Exhibit B, 1. Project Description 1.2 Service Area is modified by being renumbered as 1.3 Service Area g. Exhibit B,6.Administrative Requirements 6.10 Reporting is modified by deleting the current reports table: Report Period Report Type Due Date March 1—May 31 Quarterly Financial&Progress June 30 June 1—August 31 Quarterly Financial&Progress September 30 September 1—November 30 Quarterly Financial&Progress December 31 December 1—February 28 Quarterly Financial&Progress March 31 March 1—February 28 Final(IS)Report,D,E,F,G and NPI's:2.3,3.1,3.2,4.1, March 31 5.1 and 6.3 and inserting the following in lieu thereof: Report Period Report Type Due Date March 1—May 31 Quarterly Financial&Progress June 30 June 1—August 31 Quarterly Financial&Progress September 30 September 1—November 30 Quarterly Financial&Progress December 31 December 1=February 28 Quarterly Financial&Progress March 31 March 1—February 28 Final(IS)Report,D,E,F,G and NPI's: 1.2,2.3,3.1,3.2, March 31 4.1,5.1,6.2 and 6.3 h. EXHIBIT D—SUPPLEMENTAL PROVISIONS FOR FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT OF 2006(FFATA) The attachments to the Grant are modified by deleting Sections 1-9 of the current Exhibit D, and replacing them with the following Sections 1-9 of Exhibit D—Supplemental Provisions for Federal Funding Accountability and Transparency Act of 2006(FFATA): Page 3 of 9 Effective Date:1/6/09-Rev 5/4/10 CSBG#15—Eagle County "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 Revised as of 3-20-13 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: htta://fedaov.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; Page 4 of 9 Effective Date: 1/6/09-Rev 5/4/10 • CSBG#15—Eagle County 1.5.3.A domestic or foreign non-profit organization; 1.5.4.A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal 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 System for Award Management(SAM) 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 and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions Page 5 of 9 Effective Date: 1/6/09-Rev 5/4/10 CSBG#15—Eagle County or regulations shall automatically become a part of these Supplemental Provisions,without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management(SAM)and Data Universal Numbering System(DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in 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 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 htto://www.colorado.aov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions applies 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 Page 6 of 9 Effective Date:1/6/09-Rev 5/4/10 CSBG#15—Eagle County 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. 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 INTENTIONALLY LEFT BLANK Page 7 of 9 Effective Date:1/6/09-Rev 5/4/10 CSBG#15—Eagle County 7) ADDITIONS a. Exhibit C,Project Budget is modified by the addition of the following new subsections: "2. Year 2 Budget Category Amount Direct Operating and Personnel Costs $24,807 Indirect Operating and Personnel Costs $0 Subgrantee Costs $15,000 TOTAL $39,807 3. Year3 Budget Category Amount Direct Operating and Personnel Costs $21,912 Indirect Operating and Personnel Costs $0 Subgrantee Costs $20,000 TOTAL $41,912" 8) START DATE This Amendment shall take effect on the later of its Effective Date or June 30.2014. 9) ORDER OF PRECEDENCE Except for the Special Provisions, in the event of any conflict, inconsistency,variance,or contradiction between the provisions of this Amendment and any of the provisions of the Contract,the provisions of this Amendment shall in all respects supersede, govern, and control. The most recent version of the Special Provisions incorporated into the Contract or any amendment shall always control other provisions in the Contract or any amendments. 10) AVAILABLE FUNDS Financial obligations of the state payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, or otherwise made available. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 8 of 9 Effective Date:1/6/09-Rev 5/4/10 CSBG#15—Eagle County THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT *Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and acknowledge that the State is relying on their representations to that effect. CONTRACTOR STATE OF COLORADO EAGLE COUNTY. John W. Hickenlooper,GOVERNOR ` I Department of Local Affairs By: IleN1 k• Name of Authorized Individual By: Title: (Mkt tiUl eN-3 Reeves Brown, Executive Director Official Title of Authorized • idual Date: / Signa re PRE-APPROVED FORM CONTRACT REVIEWER Date: / • • ' By: Justin A. Hamel, Federal Grants Program Manager Date: ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto,the State of Colorado is not obligated to pay Contractor 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 9 of 9 Effective Date: 1/6/09-Rev 5/4/10