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HomeMy WebLinkAboutC23-165 State of Colorado_small business developmentMain Agreement Number: MA 2023-2059 Page 1 of 22 Version 07.2022 STATE OF COLORADO MAIN INTERGOVERNMENTAL TASK ORDER AGREEMENT COVER PAGE State Agency Governor’s Office of Economic Development and International Trade Agreement Number MA 2023-2059 Grantee Eagle County Government Sam.gov UEI: GDB1EPFH8JR9 Agreement Performance Beginning Date The later of the Effective Date or January 1, 2023 Agreement Authority Authority to enter into this Grant exists in C.R.S. 24-48.5-101, et seq. and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment. This grant is federally funded by the Small Business Administration Grant provided by the US Small Business Administration (SBA). Initial Agreement Expiration Date December 31, 2027 Agreement Purpose The purpose of this Grant is to fund and operate a Small Business Development Center Sub -Center to provide consulting, training, workshops and courses to small business owners in the State of Colorado. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1. Exhibit A – Statement of Work 2. Exhibit B – Federal Provisions 3. Exhibit C – Sample Option Letter 4. Exhibit D – Form of Task Order 5. Exhibit E – PII Certification 6. Exhibit F – Code of Federal Regulations Applicable 7. Exhibit G – Important Due Date Schedule In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: 1. Exhibit B, Federal Provisions 2. Exhibit F, Code of Federal Regulations Applicable 3. Colorado Special Provisions in §18 of the main body of this Agreement. 4. The provisions of the other sections of the main body of this Agreement. 5. Exhibit G, Important Due Date Schedule 6. Exhibit A, Statement of Work. 7. Exhibit E- PII Certification 8. Exhibit C, Sample Option Letter. 9. Exhibit D, Form of Task Order Principal Representatives For the State: For Grantee: Nikki Maloney, Director Business Support Erin McCuskey, Director Governor’s Office of Economic Development Eagle County Government and International Trade Northwest Colorado Small Business Development Center 1600 Broadway, Suite 2500 PO Box 850 Denver, CO 80202, 500 Broadway St Email: nikki.maloney@state.co.us Eagle, CO 81631 Erin.mccuskey@eaglecounty.us DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 2 of 22 Version 07.2022 FEDERAL AWARD(S) APPLICABLE TO THIS GRANT AWARD FEDERAL AWARDING OFFICE U.S. SMALL BUSINESS ADMINISTRATION GRANT PROGRAM SMALL BUSINESS DEVELOPMENT CENTERS ASSISTANCE LISTING NUMBER 59.037 FEDERAL AWARD NUMBER SBAOEDSB230007-01-00 FEDERAL AWARD DATE NOVEMBER 17, 2022 FEDERAL STATUTORY AUTHORITY 15 U.S.C. 648(A)(1); 13 C.F.R. PART 130 TOTAL AMOUNT OF FEDERAL AWARD (THIS IS NOT THE AMOUNT OF THIS GRANT AGREEMENT) $2,217,589 DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 3 of 22 Version 07.2022 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS MAIN AGREEMENT Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Agreement and to bind the Party authorizing his or her signature. Grantee Eagle County Government ______________________________________________ By: Jeff Shroll, County Manager Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor Governor’s Office of Economic Development and International Trade Eve Lieberman, Executive Director ______________________________________________ By: Jeff Kraft, Deputy Director Date: _________________________ STATE OF Colorado Governor's Office Office of the State Controller By:_______________________________________________ Amanda Carroll, JD, Central Contracts Specialist Date: _________________________ In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:___________________________________________ Jonathon Bray, Controller Effective Date:_____________________ DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 1/9/2023 | 6:04 PM PST 1/9/2023 | 7:36 PM MST 1/10/2023 | 8:50 AM MST 1/10/2023 | 3:01 PM MST Main Agreement Number: MA 2023-2059 Page 4 of 22 Version 07.2022 TABLE OF CONTENTS COVER PAGE .......................................................................................................................... 1 SIGNATURE PAGE ................................................................................................................. 2 1. PARTIES ................................................................................................................................... 4 2. TERM AND EFFECTIVE DATE ............................................................................................. 4 3. DEFINITIONS .......................................................................................................................... 6 4. STATEMENT OF WORK AND TASK ORDERS .................................................................. 9 5. PAYMENTS TO GRANTEE .................................................................................................. 10 6. REPORTING - NOTIFICATION ........................................................................................... 13 7. GRANTEE RECORDS ........................................................................................................... 13 8. CONFIDENTIAL INFORMATION-STATE RECORDS ...................................................... 14 9. CONFLICTS OF INTEREST.................................................................................................. 14 10. INSURANCE .......................................................................................................................... 15 11. BREACH OF AGREEMENT ................................................................................................. 15 12. REMEDIES ............................................................................................................................. 15 13. DISPUTE RESOLUTION ....................................................................................................... 17 14. NOTICES AND REPRESENTATIVES ................................................................................. 17 15. STATEWIDE CONTRACT MANAGEMENT SYSTEM ..................................................... 18 16. GOVERNMENTAL IMMUNITY .......................................................................................... 18 17. GENERAL PROVISIONS ...................................................................................................... 18 18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ....................... 20 1. PARTIES This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the “Grantee”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the “State”). Grantee and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date. B. Initial Term The Parties’ respective performances under this Agreement shall commence on the Agreement Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Agreement Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Extension Terms - State’s Option The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same terms specified in the Agreement (each such period an “Extension Term”). In order to exercise this option, the State shall provide written notice to Grantee in a form substantially equivalent to the Sample Option Letter attached to this Agreement. Except as stated in §2.D, the total duration of this Agreement, including the exercise of any options to extend, shall not exceed five years from its Effective Date absent DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 5 of 22 Version 07.2022 prior approval from the Chief Procurement Officer in accordance with the Colorado Procurement Code. D. End of Term Extension If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Grantee as provided in §14, may unilaterally extend such Initial Term or Extension Term for a period not to exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement agreement or modification extending the total term of this Agreement. E. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement or any Task Order ceases to further the public interest of the State or if State, Federal or other funds used in the Agreement are not appropriated, or otherwise become unavailable to fund this Agreement, the State, in its discretion, may terminate this Agreement or that Task Order in whole or in part. A determination that this Contract should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Contract by the State for Breach of Contract by Grantee, which shall be governed by §12.A.i. i. Method and Content The State shall notify Grantee of such termination in accordance with §14. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Contract or a Task Order, and shall include, to the extent practicable, the public interest justification for the termination. A termination of all or a part of a Task Order shall not be interpreted to terminate this Contract or any other Task Order. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the rights and obligations set forth in §12.A.i.a. iii. Payments If the State terminates this Contract or a Task Order in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Contract that corresponds to the percentage of Work satisfactorily completed and accepted under all terminated Task Orders, as determined by the State, less payments previously made. Additionally, if this Contract is less than 60% completed, as determined by the State, the State may reimburse Grantee for a portion of actual out- of-pocket expenses, not otherwise reimbursed under this Contract, incurred by Grantee which are directly attributable to the uncompleted portion of Grantee’s obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. F. Termination for Convenience DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 6 of 22 Version 07.2022 Either Party may terminate this Agreement or that Task Order in whole or in part with 90 days notice written notice as provided in §14. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement or a Task Order, and shall include, to the extent practicable, the justification for the termination. A termination of all or part of a Task Order shall not be interpreted to terminate this Agreement or any other Task Order. G. Grantee’s Termination Under Federal Requirements Grantee may request termination of this Grant by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective date of the termination. If this Grant is terminated in this man ner, then Grantee shall return any advanced payments made for work that will not be performed prior to the effective date of the termination. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. C. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach. D. “Budget” means the budget for the Work described in Exhibit A and Exhibit D. E. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. F. “Chief Procurement Officer” means the individual to whom the Executive Director has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the procurement of all supplies and services needed by the State. G. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S. H. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature Page for this Agreement. If this Agreement is for a Major Information Technology Project, as defined in §24-37.5- 102(2.6), C.R.S., then the Effective Date of this Agreement shall be the later of the date on which this Agreement is approved and signed by the State’s Chief Information Officer or DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 7 of 22 Version 07.2022 authorized delegate or the date on which this Agreement is approved and signed by the State Controller or authorized delegate, as shown on the Signature Page for this Agreement. I. “End of Term Extension” means the time period defined in §2.D. J. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. K. “Extension Term” means the time period defined in §2.C. L. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract, under the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. M. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. The Small Business Administration (SBA) is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. N. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. O. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. P. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et seq., C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent. Q. “Initial Term” means the time period defined in §2.B. R. “Party” means the State or Grantee, and “Parties” means both the State and Grantee. S. “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or other credit card information as may be protected by state or federal law. T. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-73-101, C.R.S. “PII” shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S. U. “Project” means a specific portion of the Work that is included in a Task Order. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 8 of 22 Version 07.2022 V. “Recipient” means the State agency shown on the Signature and Cover Page of this Agreement, for the purposes of this Federal Award. W. “Services” means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods. X. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, Tax Information, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. Y. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. Z. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. AA. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. BB. “Subcontractor” means any third-parties engaged by Grantee to aid in performance of the Work. CC. “Subrecipient” means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of this Agreement, Grantee is a Subrecipient. DD. “Task Order” means a document issued in accordance with §4.B of this Agreement that specifically describes the Work to be performed on a Project. EE. “Tax Information” means federal and State of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation. Tax Information includes, but is not limited to all information defined as federal tax information in Internal Revenue Service Publication 1075. FF. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. GG. “Work” means the Goods delivered and Services performed pursuant to this Agreement. HH. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 9 of 22 Version 07.2022 maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 4. STATEMENT OF WORK AND TASK ORDERS A. General Statement of Work Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A and any Task Order. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement or a properly executed Task Order. B. Task Orders The State may execute Task Orders to authorize Grantee to perform portions of the Work. The State may execute Task Orders in its discretion and the State is not required to execute any minimum number of Task Orders under this Agreement. i. Task Order Development To initiate a Task Order, the State will provide a request to Grantee describing the general scope and intent of the Work it desires Grantee to perform under that Task Order and the timeline for Grantee to submit a proposal in response to the request. Grantee shall submit a proposal to the State, within the timeline provided by the State, in response to the State’s request that contains, without limitation, a description of all of the following for the Project described in that Task Order: a. The final deliverables and other end results of the Project that the State will use to determine if the Project is complete and the dates on which those deliverables and other end results will be complete. b. All activities necessary for Grantee to complete the Project. This description may be in the form of a work breakdown structure if requested or approved by the State. c. All timelines and milestones that the State will use to determine if Grantee is on schedule to complete the Project. This description may be in the form of a project plan if requested or approved by the State. d. The total price of the Project, including a breakdown of any applicable materials costs, labor costs and other cost components as requested by the State as described in this Agreement. The total price of a Project shall be determined based on the rates described in this Agreement, and Grantee shall not include any work in a Task Order for which an applicable rate is not provided in this Agreement. e. Grantee may complete a Project in phases, so long as all other requirements of this paragraph 4.B.i are included for each phase of the Project. The State may direct Grantee to make changes to any proposal Grantee submits to the State. Grantee shall make all changes as directed by the State and may modify its price for the Project contained in that proposal to account for those changes. The State may accept or reject any proposal Grantee submits at any time, and may choose to not DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 10 of 22 Version 07.2022 proceed with a Project prior to execution of a Task Order for that Project, in its sole discretion. ii. Task Order Issuance If the State accepts a proposal from Grantee, then the State will include that proposal as the statement of work for a Task Order. The State shall execute that Task Order in a form substantially similar to the Form of Task Order attached to this Agreement. Grantee shall not begin work on any Project until the Task Order for that Project is fully executed. iii. Task Order Completion Grantee shall perform the Project described in each Task Order that the State has executed, within the timelines and by the due dates described in that Task Order. The obligations and requirements of a Task Order shall be deemed to be obligations and requirements of this Agreement. iv. Task Order Modifications When the Parties desire to modify a Task Order, Grantee shall update its proposal that was included in the Task Order to account for the modification the Parties desire to make. If both Parties agree to the updated proposal, they may modify the Task Order by executing an amendment to the Task Order that includes the updated proposal. No modified requirement of a Task Order shall be enforceable prior to the execution of the amendment to the Task Order that includes that modification. This paragraph 4.B.iv shall not apply to any modification to a Task Order that only modifies timelines within a Project without changing the due date of any deliverable or other end result, or only modifies the breakdown of costs within a Project without changing the total maximum amount for any State Fiscal Year, which may be made if the State approves of the modification in writing. v. Task Order Termination Regardless of the date of any deliverable or other end result of a Task Order, all Task Orders shall automatically terminate upon the date that this Agreement expires or is terminated for any reason, unless the State directs otherwise in writing. 5. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Agreement Funds. The Agreement Maximum Amount for each State Fiscal Year shall be equal to the total maximum amount of all Task Orders for that State Fiscal Year. The State shall not pay Grantee any amount under this Agreement for a State Fiscal Year that exceeds the maximum of all Task Orders for that State Fiscal Year, and shall not pay any amount under any Task Order for a State Fiscal Year that exceeds the maximum amount shown on that Task Order for that State Fiscal Year. B. Payment Procedures i. Invoices and Payment a. The State shall pay Grantee in the amounts and in accordance with the schedule and other conditions set forth in Exhibit A and the terms of each Task Order. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 11 of 22 Version 07.2022 b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Grantee and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Grantee shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under this Contract. ii. Interest Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Grantee shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of day’s interest to be paid and the interest rate. iii. Payment Disputes If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Grantee’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Agreement Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Agreement Funds the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Agreement Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Agreement Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.E. v. Federal Recovery DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 12 of 22 Version 07.2022 The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below. C. Matching Funds Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Grantee’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee’s laws or policies. D. Reimbursement of Grantee Costs Only with prior written approval, the State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in Exhibit A and §5.A for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are: i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and ii. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred). E. Close-Out Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and Grantee’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 13 of 22 Version 07.2022 substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement due to Grantee’s failure to submit required documentation, then Grantee may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 6. REPORTING - NOTIFICATION A. Quarterly Reports. In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. B. Litigation Reporting If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee’s ability to perform its obligations under this Agreement, Grantee shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s Principal Representative identified on the Cover Page for this Agreement. C. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S. To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Grantee shall provide written notice to the State, in accordance with §14 and in a form designated by the State, within 20 days following the earlier to occur of Grantee’s decision to perform Services outside of the State of Colorado or the United States, or its execution of an agreement with a Subcontractor to perform, Services outside the State of Colorado or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations, and such notice shall be a public record. Knowing failure by Grantee to provide notice to the State under this section shall constitute a Breach of Agreement. This section shall not apply if the Agreement Funds include any federal funds. D. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment. 7. GRANTEE RECORDS A. Maintenance Grantee shall maintain a file of all documents, records, communications, notes and other materials relating to the Work (the “Grantee Records”). Grantee Records shall include all documents, records, communications, notes and other materials maintained by Grantee that DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 14 of 22 Version 07.2022 relate to any Work performed by Subcontractors, and Grantee shall maintain all records related to the Work performed by Subcontractors required to ensure proper performance of that Work. Grantee shall maintain Grantee Records until the last to occur of: (i) the date three years after the date this Agreement expires or is terminated, (ii) final payment under this Agreement is made, (iii) the resolution of any pending Agreement matters, or (iv) if an audit is occurring, or Grantee has received notice that an audit is pending, the date such audit is completed and its findings have been resolved (the “Record Retention Period”). If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. 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 transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State, the federal government, and any other duly authorized agent of a governmental agency, in its discretion, may monitor Grantee’s performance of its obligations under this Agreement using procedures as determined by that governmental entity. Grantee shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State’s risk analysis of Grantee and this Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work. D. Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee’s records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. Additionally, if Grantee is required to perform a single audit under 2 CFR 200.501, et seq., then Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 8. CONFIDENTIAL INFORMATION-STATE RECORDS Grantee shall treat the confidential information of the State with the same degree of care and protection it affords to its own confidential information, unless a different standard is set forth in this Agreement. Each Party shall notify the other Party immediately if it receives a request or demand from a third party for records or information of the other Party. 9. CONFLICTS OF INTEREST DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 15 of 22 Version 07.2022 A. Actual Conflicts of Interest Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor’s employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee’s obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the actual or apparent conflict constitutes a Breach of Agreement. D. Grantee acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S. Grantee further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S. with regard to this Agreement. 10. INSURANCE 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 Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”). Grantee shall ensure that any Subcontractors maintain all insurance customary for the completion of the Work done by that Subcontractor and as required by the State or the GIA. 11. BREACH OF AGREEMENT In the event of a Breach of Agreement, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the Breach of Agreement, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §12 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State; or if Grantee is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect. Additionally, if Grantee fails to comply with any terms of the Federal Award, then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this entire Agreement or any part of this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if any. 12. REMEDIES DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 16 of 22 Version 07.2022 A. State’s Remedies If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach of Agreement In the event of Grantee’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement’s terms. At the request of the State, Grantee shall assign to the State all of Grantee’s rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee but in which the State has an interest. At the State’s request, Grantee shall return materials owned by the State in Grantee’s possession at the time of any termination. Grantee shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State’s request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work received as of the date of termination. If, after termination by the State, the State agrees 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 as if this Agreement had been terminated in the public interest under §2.E. c. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Grantee, and the State may withhold 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 Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 17 of 22 Version 07.2022 a. Suspend Performance Suspend Grantee’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work 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. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the State; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Grantee’s employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. B. Grantee’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available at law and equity. 13. DISPUTE RESOLUTION Except as herein specifically provided otherwise or as required or permitted by federal regulations related to any Federal Award that provided any of the Grant Funds, disputes concerning the performance of this Grant that cannot be resolved by the designated Party representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager or official designated by Grantee for resolution. 14. NOTICES AND REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (A) by hand with receipt DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 18 of 22 Version 07.2022 required, (B) by certified or registered mail to such Party’s principal representative at the address set forth below or (C) as an email with read receipt requested to the principal representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Agreement. Either Party may change its principal representative or principal representative contact information, or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative by notice submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. 15. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on the Effective Date or at any time thereafter, this section shall apply. Grantee agrees to be governed by and comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of contract performance information in the State’s contract management system (“Contract Management System” or “CMS”). Grantee’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller Policies. 16. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10- 101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. 17. GENERAL PROVISIONS A. Assignment Grantee’s rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Captions and References The captions and headings in this Grant Award Letter are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Grant Award Letter 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. C. Entire Understanding DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 19 of 22 Version 07.2022 This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. D. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than agreement amendments, shall conform to the policies issued by the Colorado State Controller. E. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. F. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. G. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. H. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. I. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in §18.A, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. J. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 20 of 22 Version 07.2022 K. Accessibility i. Grantee shall comply with and the Work Product provided under this Agreement shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the Governor’s Office Of Information Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Grantee shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. ii. The State may require Grantee’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the State to attest to Grantee’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S. L. Federal Provisions Grantee shall comply with all applicable Federal Requirements listed in Exhibits B and F during the terms of this Grant. 18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then this Contract shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the Parties, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR. Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled to unemployment DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 21 of 22 Version 07.2022 insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Grantee shall (i) provide and keep in force workers’ compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109, C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement 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 Agreement 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 Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. 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 Agreement. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee’s services and Grantee shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30- 202.4, C.R.S. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Main Agreement Number: MA 2023-2059 Page 22 of 22 Version 07.2022 [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s 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 by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 1 of 13 EXHIBIT A, STATEMENT OF WORK I. Purpose The Small Business Development Center Network under the Business Support , a division of the Office of Economic Development and International Trade (hereinafter called OEDIT or State) is entering into this Grant Award with Grantee (hereinafter called Grantee) to be the Sub-Center Host and perform the task known as Grantee’s Small Business Development Center Improvement Act Grant Program. The goal of this grant is the operation of a Sub-Center which will provide consulting to small businesses in the area of business planning, assistance in the search for financial resources and referrals to special services designed for small businesses. In addition, the Sub-Center will produce training seminars, workshops and courses designed to help small business owners run their business more effectively and efficiently. Centers will offer no or low cost, one-on-one, confidential business advising sessions for small businesses as defined by the U.S. Small Business Administration (SBA). Other duties will be coordinated as needed by the Grantee and OEDIT. II. Notification State: Nikki Maloney, Interim State Director, SBDC Network Nikki.maloney@state.co.us Colorado Office of Economic Development and International Trade 1600 Broadway, Suite 2500 Denver, CO 80202 Grantee: Erin McCuskey - Director Erin.mccuskey@eaglecounty.us Northwest Colorado Small Business Development Center 500 Broadway St Eagle, CO 81631 III. Performance Period The performance period and expiration date is stated on the Main Agreement Award cover page. OEDIT shall not be responsible or liable for goods or services delivered or performed prior to issuance of this Small Dollar Grant Award. IV. Division of Roles, Responsibilities and Provisions for Agreement Addenda The Sub-Center Host will provide the Sub-Center the following: a. Supervision, strategic planning and program administration coordination b. Coordination and evaluation of annual and quarterly goals c. Information Technology support DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 2 of 13 d. Human Resources support e. Administration of employee pay, benefits and time off f. Budgetary support: planning, program oversight and reporting g. Support to coordinate office rent and furnishings through SBDC resources h. Hiring and firing decisions/actions in close coordination with the Leader i. SBDC program compliance and coordination ahead of state-level submission j. All other employee support needs to include onboarding and parking. The Lead Center will provide the following support to the Sub-Center: a. Access to the centralized Customer Relationship Management System Access to regular communications and collaborative meetings amongst all Colorado SBDC Center Directors b. Annual Strategic Planning and coordination amongst all Center locations c. Timely distribution of new information from the SBA or other parties on resources important to the successful operation of the Colorado SBDC Network and the service of Colorado small business clients d. Training and support for Center Directors, hosts and consultant cohorts either in person, virtually or through online Learning Management System. The Sub-Center to provide the following to Lead Center: a. Attend all Host Institution meetings and staff activities b. SBDC lead to conduct meetings as requested by Host Institution c. Provide at a minimum monthly program activity reports and compliance summaries d. Afford Host Institution prior coordination on all reports and products before sending to state SBDC program office e. Monthly expense and mileage reports for individual and team expenses for accounting purposes V. Termination or Early Termination of Agreement In the event of early termination of this Grant Agreement, a minimum of ninety (90) days notice must be provided by Sub-Center Host institution to the OEDIT State SBDC Director in writing. All finished or unfinished documents and other materials will become, at the option of the State Director, SBDC Lead Center’s property. Any equipment, supplies, and furniture purchased by federal, cash match, program income, cash not declared as match, and supplemental/specialty SBDC dollars becomes the property of the SBDC Network and must be delivered to the State Director within thirty (30) days after the closure of the center. The cash match contribution in the budget section of the agreement signed by the host institution is contractually obligated to be dispensed in full regardless of any remaining grant balances. In the case that the cash match contractually agreed upon is not fully dispensed, the host institution must return federal grant dollars in the amount of the remaining cash match balance not spent in order to meet the cash match contribution agreed upon. The Program Income, Cash Not Declared as Match, and accounts shall be balanced and a check written to the State of the remaining SBDC funds. Grantee shall not be relieved of any obligations to repay funds advanced as a loan, notwithstanding any termination of the Agreement for convenience. In the case of termination DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 3 of 13 or non-renewal of the SBDC agreement, the above criteria remains the close-out procedure that will be completed within ninety (90) days after each Task Order expiration date. VI. Definitions o “Lead Center” means the Colorado Small Business Development Center Network Lead Center. o “Consulting” means no or low cost, one-on-one, confidential business advising sessions for small business as defined by the U.S. Small Business Administration. o “Center IC” means the Customer Relationship Management System utilized by the Host Institution, which is administered through vendor Center Dynamics. OEDIT reserves the right, as the main Host, to shift to a different platform for this purpose during the terms of this Agreement if necessary to maintain operational continuity. o “Grantee” means the host organization that enters into this agreement with the Governor’s Office of Economic Development and International Trade. o “SBDC” means Small Business Development Center. o “Sub-Center” means the local SBDC office that operates under the management of the Statewide SBDC office. o “Sub-Center Host” means the party associated with Grant Agreement VII. Personnel A. Responsible Administrator. Grantee's performance shall be under the direct supervision of Anna Earl, an employee or agent of Grantee, who is designated as the Responsible Administrator of this Grant Award. Responsible Administrator may delegate roles and responsibilities for daily responsibility of the Sub -Center to the Sub-Center Host. B. Other Key Personnel. a. The Sub-Center represents that it has, or will secure at its own expense, unless otherwise stated in this Agreement, all personnel, as employees of the Sub-Center, necessary to perform the work and services required to be performed b y the Sub-Center under this Agreement. The Sub-Center Director position will require OEDIT’s approval. b. Such personnel may not be employees of or have any contractual relationship with the Lead Center, and no such personnel are eligible for any employee benefits, unemployment compensation or any other benefits accorded to Lead Center employees. c. Sub-Center shall pay when due all required employment taxes and income tax withholding. All of the services required will be performed by the Sub-Center or under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local law to perform such services, as stated in the Grant Agreement and Exhibit B. d. Any annual leave that is accumulated by an SBDC employee before, during, or after employment with the SBDC is not allowed to be charged to any SBDC account when the employee resigns or is terminated. The balance owed to the employee for unused vacation, sick, or other time off is the responsibility of the host institution. C. Replacement DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 4 of 13 Grantee shall immediately notify the SBDC State Director if any Key Personnel cease to serve. Provided there is a good-faith reason for the change, if Grantee wishes to replace its Key Personnel, it must notify the SBDC State Director. Such notice shall specify why the change is necessary, who the proposed replacement is, what their qualifications are, and when the change would take effect. All notices sent under this subsection shall be sent in accordance with the Notices and Representatives provisions of this Grant Agreement. OEDIT and the SBDC reserve the right to approve new Sub-Center Director positions. D. Level of Expertise The SBDC is a focal point for linking together resources of the federal, state and local governments with the resources of the educational system and the private sector. The SBDC program has been designed to meet the specialized and complex management and technical assistance needs of the small business community. SBDC’s focus is on providing in -depth quality assistance to small businesses in all areas that promote growth, expansion, innovation, increased productivity and management improvement. a. General i. Degree or equivalent successful experience in professional consultation in business development or small business ownership experience ii. Strong communication skills, written/oral iii. Interpersonal and organizational skills b. Duties and Responsibilities of the local Director are: i. Dedicate 100% of work week to the Sub-Center as the Director ii. Determine the needs of the local small business community and meet those needs with consulting, business training programs and other services. Also, measure the impact of those services to ensure that the needs are satisfactorily met. iii. Work with SBA and other local service providers to strengthen working relationships to better serve the local small business community. iv. Coordinate local small business training and consulting activities to best utilize resources. v. Participate fully in the collection of data and other information to assist with preparing business plans and financial forecasting for clients. vi. Supervise staff, consultants, and volunteers vii. Continually communicate with State Director and submission, maintenance and management of annual operational budget and include Sub-Center Host. viii. Collect, develop and provide information requested by the State Director for use in quarterly and annual SBDC reports ix. Assist the State Director in the development of statewide private and public sector initiatives to increase and improve services to the small business community x. Assist the Lead Center in the preparation of annual SBDC funding proposals xi. Submit quarterly financial reporting to the Lead Center. xii. Work with local media to promote favorable publicity and recognition for the SBDC xiii. To ensure that all staff, counselors and volunteers complete the Certification Requirement (first three modules) prior to consulting clients. The other five modules need to be complete by the end of their first year with the SBDC xiv. If managing other federal/non-federal programs, provide an activities timesheet on approved and provided form from Lead Center DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 5 of 13 xv. Disclose any and all private business relationships that may conflict with SBDC, host institution, or community services xvi. The Director must sign the conflict of interest and confidentiality releases acknowledging that 100% of their time will be spent devoted to the Sub-Center activities and that no business consulting is permitted in which any financial gain is accrued by the Director or any party that has a business or personal relationship with the Director. c. Director Salary Review and Selection Criteria Policy i. In accordance with the U.S. SBA review of the Colorado SBDC, it was determined that the current SBDC Sub-Center Directors’ salaries are widely inconsistent. Based upon this recommendation, the SBDC Lead Center has undertaken a salary review. This information reported by each Sub-Center host institution indicates a salary disparity. The SBDC Lead Center understands the advantage of an independent salary schedule for each host institution; however, the schedules have also contributed to a broad range of existing salaries for Directors. Recognizing that the Directors also have a number of other factors contributing to the range of salaries, like diverse local and regional economies, the SBDC Lead Center is recommending a minimum base salary of $65,000 for new hires. This recommendation is based in accordance with the Association of Small Business Development Centers (ASBDC) Certification Standards in that, “...The salary of an SBDC Sub-Center Director should be comparable to the annualized salaries established for similar positions in the area served by that particular Sub-Center with comparable responsibility. In educational institutions, a suggested level to consider is that of the annualized salary of an Assistant Professor, taking also into consideration the longevity of the Director in the program, and the professional background of the person who would occupy the position.” ii. The intent of this question raised by the SBA regarding salary is to assure that the SBDC Network is competing for the highest quality staff performance evaluation of SBDC Sub-Center Directors: 1. Demonstrated experience in business operation, management and finance; 2. Consulting skills appropriate to support small businesses in the development of: a. Marketing and Distribution Plans b. Business Planning and Strategy Development c. Financial Analysis d. Technology Resource Development e. Communication Skills and Leadership Abilities to Support Small Businesses 3. Appreciable knowledge of where to locate and how to develop resources in the areas that include: a. Manufacturing Technology Assistance b. Government Contracting and Procurement c. International Market Development d. Regulatory Compliance Issues DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 6 of 13 iii. Criteria that include this combination of experience and skills will assist in assuring the full role of the SBDC Sub-Center Director. The role of the Sub- Center Director includes representation of the state, the local business community and the host institution; this role requires individuals with the highest possible competence. Due to the representation of various local entities, the Director is required to live in the State of Colorado and must be in commuting distance of the Sub Center location they oversee. iv. The SBDC State Director is currently involved in the selection process of new directors. In addition, the SBDC State Director will participate with the Sub- Center Host Institution when evaluating Sub-Center Directors’ performance and salary reviews. c. Activities: Minimum level of qualification: i. Problem solving ii. Involvement with the development and interpretation of policy and procedures iii. Gather data/information, analyze and make a disposition iv. Promote SBDC programs and services by informing as many people as possible, such as business leaders, educators, public officials and local entrepreneurs v. Recruit, develop and support members to serve on a local and/or statewide SBDC Advisory Board. This process will be administered under the direction of Sub- Center Host Institution. vi. Liaison between OEDIT and local community for the delivery of available small business resources vii. Outreach seeking new opportunities for service delivery of SBDC products and services viii. Employ pragmatic experience and approaches to problem solving VIII. Work Tasks, Deliverables and Timeline A. Grantee Obligations Grant funds will be used to support the operation of the Sub-Center in accordance with Exhibit A. Additional requirements may be refined or changed based upon adjustments in the national requirements of the Small Businesses Development Center annual funding during the terms of this Agreement. a. Project Performance Plan The Project Performance Plans shall be completed for individual Task Orders. B. Financial Reporting Schedule: See Exhibit C IX. Reporting A. Annual and Final Report(s) The Sub-Center will fulfill the performance and financial reporting requirements as outlined in this section and Exhibit D (Federal Provision), Performance and Financial Reporting Requirements Due Dates, at the State’s sole discretion. If reporting requirements are not satisfied by the deadline established herein, penalties shall incur as follows: DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 7 of 13 a. 10% of the current quarterly reimbursement amount or 2.5% of the total federal grant award, whichever is higher, may be assessed against the Sub-Center for submissions 31 to 45 days after the close of the reporting period; b. 20% for submissions 45 to 60 days after the close of the reporting period; c. 30% for submissions 60 to 90 days after the close of the reporting period; d. In the event reporting requirements are not satisfied 90 days after the close of the program year, all outstanding reimbursements may be forfeited. B. Performance and Financial Reporting Requirements Due Date(s) a. Weekly: All center Consulting records and Training records must be entered into the electronic database (CenterIC or other system as determined by the Colorado SBDC Lead Center) no later than seven days after the date of occurrence. b. Monthly: Due by the fifth of the month, the Sub-Center will certify via email that all "641”, "641a", “888”, impact reports or other reports as defined by the SBA into the Customer Relationship Management system as per State approved management information system procedures. c. Quarterly: i. The Sub-Center will submit a quarterly report using templates provided by the Lead Center ii. Due by the 15th of the month following the end of the quarter, the Sub-Center will input narrative (100, 200, etc. reportable event topics) information into the MIS system electronically. Any requests for changes in reporting dates must be made in advance to the Lead Center, so that approval can be requested from the SBA Program Monitor. The quarterly report will summarize client consulting sessions, SBA Form 888s and a brief description of the Sub-Center activities on the SBDC quarterly narrative template. The Q1 and Q3 report quarterly activities, and the Q2 and Q4 reports will report cumulative activity. 1. Each training activity must be documented by completing a registration sheet and a SBA Form 888 (Management Training Report). Any program announcements must be attached to Form 888. One copy of the Form 888, a copy of the sign-in sheet, and any advertisements are to be uploaded into Center IC iii. The Sub-Center Director will provide a quarterly update to the State via electronic submission of the status of their goals based on benchmarks provided by the State and recommendations of constituent needs assessment. d. Semi Annually / Annually: i. Provide the work plan updates semi-annually / annually summarized activities conducted that assist in meeting the network’s three-year strategic directives (template provided). ii. The Sub-center shall provide the Lead Center with an explanation and action plan for any performance measurements that are not on target. This is indicated by a red X in the status column of the center’s balanced scorecard. e. Periodically: Training activity participants must be provided with the Participant Evaluation Questionnaire. The information collected from participants will be uploaded to the Customer Relationship Management System (CenterIC or other system as determined by the Colorado SBDC Lead Center). The Sub-Center will keep the completed originals on file with Form 888 or future forms as designated by the SBA. No DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 8 of 13 copies are to be forwarded to the Colorado SBDC Lead Center. Evaluations will be reviewed during annual program reviews. X. Budget and Payment Payments shall be made in accordance with the provisions set forth in the Grant Agreement and this Exhibit A and are scheduled as listed above. The State, in consideration for services to be provided by Grantee during the term of this Grant Agreement, shall pay Grantee upon receipt of acceptable expense reimbursement form. The maximum amount payable under the terms and conditions of this Grant Agreement shall be specified in each Task Order. Any amount in excess of these totals must be agreed to by both parties and must be provided by a properly executed option or amendment to this Grant Agreement. Performance under this Grant Award shall commence when the Grant Award is signed by the State Controller or delegated official. This Main Agreement shall terminate on December 31, 2027 unless sooner terminated or further extended by the State. A. Matching Funds The Sub-Center will provide at least 100% in match funds, with a minimum of 50% cash, in support for this Grant Agreement. The cash match amount described herein in each Task Order shall be spent by the Sub-Center Host Institution prior to the expiration of that Task Order, regardless of remaining grant balances. Other Federal Grants cannot be used as cash match towards this match agreement, nor can these match funds be used as cash match toward another grant agreement. B. Grant Funds – Sample Budget DESCRIPTION U.S. SBA Funding – Core SBDC Grant  Personnel  Fringe Benefits  Travel  Equipment  Supplies  Contractual  Consultants (outside)  Other $X.XX Total Direct Costs $X.XX Indirect Costs as % of S&W&EB/MTDC $XXX Cash Match $X.XX TOTAL: $X.XX XI. Administrative Requirements DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 9 of 13 A. Accounting a. At all times during the term this Grant Agreement, Grantee shall maintain properly segregated books of State Grant Funds, matching funds, and other funds associated with the Work. b. All receipts and expenditures associated with said Grant Agreement shall be documented in a detailed and specific manner and shall accord with the Work Budget set forth herein. c. The Sub-Center shall assume responsibility for seeing that all SBDC funding is expended, accounted for and reported to the Lead Center, consistent with underlying SBA agreements, program objectives and with allowable costs, applicable rules and regulations addressed by 2 CFR 200 and originating grant award provisions. d. Adjustments of budget expenditure amounts in excess of ten percent (10%) for each budget category must be authorized by the Lead Center ahead of time. e. In no event shall the Lead Center’s total consideration exceed the amount indicated in “Budget” above. Any in-direct cost allocations must be negotiated and approved by the Lead Center upon submission of subsequent year’s budget. f. Reimbursement requests must follow the template provided by the Colorado SBDC Lead Center. B. Monitoring The State shall monitor this Grant Agreement on an as-needed basis and in coordination with the Sub-Center Host Institution. The State may choose to audit the business activities performed under this Grant Agreement. Grantee shall maintain a complete file of all records, documents, communications, notes and other written materials or electronic media, files or communications that pertain in any manner to the operation of activities undertaken pursuant to an executed Grant Agreement. Such books and records shall contain documentation of Grantee’s relevant activity under this Grant Agreement in a form consistent with good accounting practice. a. Discretionary Audit: The State, through the staff of the Lead Center, the State Auditor, or any of their duly authorized representatives, including an independent Certified Public Accountant of the State's choosing, or the federal government or any of its properly delegated or authorized representatives shall have the right to inspect, examine, and audit the Sub-Center's (and any contractor of the Sub-Center's) records, books, accounts and other relevant documents. Such a discretionary audit may be requested at any time and for any reason from the effective date of this Grant Agreement until three (3) years after the date final payment for the Grant Agreementis received by the Sub-Center. The cost of a discretionary audit will be borne by the State through OEDIT. b. Mandatory Audit: Whether or not the State calls for a discretionary audit as provided above, the Sub-Center shall provide the Lead Center copies of annual audit reports, conducted each year by the state auditor's office, as required by the Single Audit Act of 1984, Pub. L. 98-502. In addition, the Sub-Center shall supply the Lead Center with copies of all correspondence from the state auditor related to any findings relevant to the SBDC project. If the state audit reveals evidence of non-compliance with applicable requirements, or other issues pertaining to the administration of federal funds or Sub- Center funds, the Lead Center reserves the right to institute compliance, or other appropriate measures, to address audit findings. C. Specific Terms and Conditions a. Branding DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 10 of 13 i. The purpose of this Grant Agreementis to implement the operation of the Sub- Center by the Host Institution(s). The SBDC Network, of which this center is a part, operates under guidelines prescribed by the Small Business Administration (SBA) through its program announcement, as well as applicable statutes, regulations, and OMB Circulars. The undertaking represented by this Grant Agreement is a joint effort to deliver services to the parties’ participants. The SBA guidelines describe a system that is to be unified and consistent across the State of Colorado. Goals of the Host Institution that are consistent with the SBA guidelines are described in the annual funding application submitted by the SBDC network to the SBA; these Host Institution goals are a welcome component of the program. ii. To promote the goal of program consistency, stationery, business cards, website, social media, and all marketing material used by center personnel will carry the logo and will be in the format of those used by the Lead Center. The Host Institution’s logo may be placed at the bottom of the stationery as part of the address. iii. All printed materials developed or published for workshops, including program announcements, by the SBDC, whether copyrighted or not, shall include the current requirements of the SBA to acknowledge their role in partial funding of the SBDC. Annual updates will be offered to SBDCs on the latest requirements to remain in compliance. iv. The Sub-Center office will be clearly identified by strategically placed signs directing clients to the Sub-Center office. The Sub-Center and satellite office will install a Colorado Small Business Development Center office sign, which has been approved by the Lead Center, at a location that can easily be seen by members of the general public in or near the consulting site established by the Sub-Center. b. Other Terms and Conditions i. Expenses incurred by the Sub-Center in association with this Grant Agreement prior to the start date of this Grant Agreement or any Task Order Agreement and after the end date of this Grant Agreement or Task Order Agreements are not eligible SBDC expenditures under this Grant Agreement and shall not be reimbursed by the Lead Center. ii. The Sub-Center will assist in developing strategic plans for addressing appropriate SBA, state, and local priorities within the framework of the SBDC program by submitting an Annual Workplan on approved template that mirrors the Network Strategic Plan. iii. The Sub-Center will provide advice to the Lead Center on policy issues and SBDC program operations iv. The Sub-Center will assist the Lead Center in determining the needs of local small businesses and assist in economic impact assessments. v. The Sub-Center will maintain and strengthen the relationships between SBDC and SCORE, local chambers of commerce, appropriate State of Colorado business development agencies (e.g., Department of Agriculture Marketing Division, International Trade Office and Minority Business Office) and other local business service organizations. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 11 of 13 vi. The Sub-Center will cross-refer clients between Sub-Centers to match their specific needs with available specialized resources (e.g., Small Business & International Trade Center and Technology Assistance and SBIR Programs.) vii. The Grantee will allow the State Director or his/her designee to participate in the process of identifying, recruiting, interviewing, hiring and reviewing the continued performance of the Sub-Center Director, as per Exhibit A. The SBDC State Director must concur with the selection and termination of a Sub-Center Director. This participation includes the review of all resumes when requested during the hiring process, participation as a member of the hiring committee and must concur with the host institution’s preferred candidate selection as outlined in Exhibit A. viii. The Sub-Center will notify the Host Institution and Lead Center of any and all unplanned out-of-state and out-of-country travel at least 30 days in advance with a written justification of the trip. It is the Lead Center’s authority to approve or decline any unbudgeted out-of-state travel. Written approval for out-of-country travel must be obtained from both the Host Institution, Lead Center and the SBA. ix. The Sub-Center will provide an office conveniently located and easily accessible to the small business community. The office will have a room available for confidential consulting. x. The Sub-Center will maintain a publicly listed telephone in the name of the "Colorado Small Business Development Center" (SBDC). The phone will be answered "Colorado Small Business Development Center or Sub-Center name." xi. The Sub-Center will be staffed and operational at least forty hours a week during normal business hours. Shutdowns exceeding one working day shall require the use of a telephone answering system for explanatory purposes. xii. The Sub-Center will provide adequate training and consulting services throughout the service area of the Sub-Center. The service area is defined as: Moffat, Routt, Jackson, Grand, Garfield, Eagle, Pitkin, Summit, Gilpin, Clear Creek, and the Northern half of Lake Counties. xiii. The Sub-Center will ensure that all consulting cases, no matter the length of time of consulting provided, will be recorded in the initial session in the Customer Relationship Management system. Continuous client files shall not remain open for more than 120 days without a documented follow-up review or consulting session. The Sub-Center will maintain computer records through the network wide Customer Relationship Management system on each consulting case, including all documentation necessary to provide a clear audit trail. xiv. The Sub-Center will ensure that the amount of time permitted for staff vacations and holidays will conform to Host Institution's policies. Vacations will be arranged to avoid interrupting SBDC services and activities and Lead Center shall be notified of dates. xv. The Sub-Center will provide an adequate number of client parking spaces near the SBDC office. Parking shall be provided at no cost or at a minimal charge to the client. xvi. The Sub-Center Director will attend all statewide SBDC meetings and professional development training sessions (budget should reflect travel for the events) and provide Host Institution after-meeting summaries. The Host Institution designated representative must attend the Annual Host Meeting. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 12 of 13 xvii. The Host Institution will comply with the SBDC Sub-Center Director Minimum Qualifications and Responsibilities Statement as outlined in Exhibit A. xviii. The authorized representative of the Host Institution will ensure that no more than 60 days elapse without a permanent SBDC Sub-Center Director on staff. Furthermore, should there be a gap between permanent Sub-Center Director, the Host Institution will ensure that the SBDC is appropriately staffed with qualified temporary staff and that services to clients are in no way interrupted or suspended at the Sub-Center’s expense. xix. The host institution must provide any and all actual cash match contributions to the Sub-Center and any deficiency in this allocation must be provided by partnerships and/or fundraising activities coordinated and implemented on behalf of the Sub-Center by the host institution. xx. All advertising or other promotional materials developed or distributed in connection with conferences or other meetings or gatherings must contain the following statement: "Reasonable accommodations for persons with disabilities will be made, if requested in advance." xxi. The Sub-Center Director and all Sub-Center employees, volunteers, and paid consultants must sign and abide by the applicable conflict of interest policy and Confidentiality policy established by the Lead Center. Signed copies of these forms must be received prior to new employees conducting consulting/training sessions. xxii. The Sub-Center Director and all Sub-Center employees, volunteers, and paid consultants must complete the mandatory consultant training modules and any applicable standardized curriculum and modules. A submission form to the Lead Center must be sent prior to new employees conducting consulting/training sessions. xxiii. The Sub-Center Director must actively participate in the monthly conference call and the electronic mail (e-mail) network. xxiv. The Sub-Center will execute the required SBA Certification Forms and Assurances provided by the Lead Center. These forms include, but are not limited to, the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion: Lower Tier Covered Transactions" (SBA Temporary Form 1624). xxv. The Sub-Center Director must submit a minimum of one nomination to the SBA Colorado District Office for the Annual SBA Small Business Awards. The nominations may be in any of the categories established by the SBA. xxvi. All expenses equal to or exceeding a total of $1,000 must be approved by the Lead Center. xxvii. The Sub-Center Director is required to maintain and submit a current inventory list, validated and submitted, annually to Host Institution by the last business day of each calendar year, or upon Host Institution’s request. xxviii. All unplanned out-of-state travel must be approved by the Lead Center and Host Institution before travel occurs. xxix. Only sponsorship income related to a training event or workshop may be accounted for in Program Income. Any other sponsorship, donation, or grant must be accounted for in Cash Not Declared as Match. XII. Additional Terms and Conditions DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit A Page 13 of 13 Notwithstanding the terms and conditions as stated on the front of this Grant Award, all terms and provisions from the following Exhibits apply in full effect for this Grant Award: Exhibit B, Federal Provisions Exhibit F, Code of Federal Regulations Applicable Exhibit G, Important Due Date Schedule DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit B Page 1 of 8 EXHIBIT B, FEDERAL PROVISIONS 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant to which these Federal 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 Federal Provisions, the Special Provisions, the body of the Grant, or any attachments or exhibits incorporated into and made a part of the Grant, the provisions of these Federal Provisions shall control. 1.2 These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. “Award” means an award of Federal financial assistance, and the Grant setting forth the terms and conditions of that financial assistance, that a non-Federal Entity receives or administers. 2.1.2. “Entity” means: 2.1.2.1. a Non-Federal Entity; 2.1.2.2. a foreign public entity; 2.1.2.3. a foreign organization; 2.1.2.4. a non-profit organization; 2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only); 2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only); 2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non-Federal entity (or 2 CFR 200.1); or 2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only). 2.1.3. “Executive” means an officer, managing partner or any other employee in a management position. 2.1.4. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1 2.1.5. “Grant” means the Grant to which these Federal Provisions are attached. 2.1.6. “Grantee” means the party or parties identified as such in the Grant to which these Federal Provisions are attached. 2.1.7. “Non-Federal Entity means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 2.1.8. “Nonprofit Organization” means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit B Page 2 of 8 2.1.8.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 2.1.8.2. Is not organized primarily for profit; and 2.1.8.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 2.1.9. “OMB” means the Executive Office of the President, Office of Management and Budget. 2.1.10. “Pass-through Entity” means a non-Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 2.1.11. “Prime Recipient” means the Colorado State agency or institution of higher education identified as the Grantor in the Grant to which these Federal Provisions are attached. 2.1.12. “Subaward” means an award by a Prime Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.13. “Subrecipient” or “Subgrantee” 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 does not include an individual who is a beneficiary of a federal program. 2.1.14. “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. 2.1.15. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime Recipient’s or Subrecipient’s preceding fiscal year (see 48 CFR 52.204- 10, as prescribed in 48 CFR 4.1403(a)) and includes the following: 2.1.15.1. Salary and bonus; 2.1.15.2. 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; 2.1.15.3. 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; 2.1.15.4. Change in present value of defined benefit and actuarial pension plans; 2.1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit B Page 3 of 8 2.1.15.6. 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. 2.1.16. “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. 2.1.17. “Unique Entity ID” means the Unique Entity ID established by the federal government for a Grantee at https://sam.gov/content/home. 2.1.18. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 3. COMPLIANCE. 3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Grantee of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID REQUIREMENTS. 4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee submits the final financial report required under the Award or receives final payment, whichever is later. Grantee shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 4.2. Unique Entity ID. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update Grantee’s information at http://www.sam.gov at least annually after the initial registration, and more frequently if required by changes in Grantee’s information. 5. TOTAL COMPENSATION. 5.1. Grantee shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 5.1.2. In the preceding fiscal year, Grantee received: 5.1.2.1. 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 5.1.2.2. $30,000,000 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 DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit B Page 4 of 8 5.1.2.3. 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. 6. REPORTING. 6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee shall report data elements to SAM and to the Prime Recipient as required in this Exhibit. No direct payment shall be made to Grantee for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Grant price. The reporting requirements in this Exhibit are based on guidance from the OMB, and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Grant and shall become part of Grantee’s obligations under this Grant. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING. 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de-obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. If Grantee is a Subrecipient, Grantee shall report as set forth below. 8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number (FAIN) assigned by a Federal agency to a Prime Recipient no later than the end of the month following the month in which the Subaward was made: 8.1.1.1. Subrecipient Unique Entity ID; 8.1.1.2. Subrecipient Unique Entity ID if more than one electronic funds transfer (EFT) account; 8.1.1.3. Subrecipient parent’s organization Unique Entity ID; 8.1.1.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 8.1.1.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.1.6. Subrecipient’s Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Grant, the following data elements: 8.1.2.1. Subrecipient’s Unique Entity ID as registered in SAM. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit B Page 5 of 8 8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. 9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. 9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 10. ACCESS TO RECORDS. 10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.332 (Requirements for pass-through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 11. SINGLE AUDIT REQUIREMENTS. 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient’s fiscal year, the Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit B Page 6 of 8 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program- specific audit conducted in accordance with 2 CFR 200.507 (Program-specific audits). The Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and devel opment) and the Federal program’s statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program- specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F-Audit Requirements. 12. GRANT PROVISIONS FOR SUBRECEPIENT AGREEMENTS. 12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime Recipient, Grantees that are Subrecipients shall comply with the following provisions. Subrecipients shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant. 12.1.1. [Applicable to federally assisted construction contracts.] Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60 -1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. 12.1.2. [Applicable to on-site employees working on government-funded construction, alteration and repair projects.] Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141- 3148). DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit B Page 7 of 8 12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets the definition of “funding agreement” under 37 CFR 401.2 (a) and the Prime Recipient or Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the Prime Recipient or Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the Federal Awarding Agency. 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal awardees to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in SAM, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 12.1.7. Never contract with the enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing “Never contract with the enemy” in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered contracts, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 12.1.8. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. 13. CERTIFICATIONS. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit B Page 8 of 8 13.1. Unless prohibited by Federal statutes or regulations, Prime Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal 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. 14.2. A Grantee 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. 15. EVENT OF DEFAULT AND TERMINATION. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Grant and the State of Colorado may terminate the Grant 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 Grant, at law or in equity. 15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: 15.2.1. By the Federal Awarding Agency or Pass-through Entity, if a Non-Federal Entity fails to comply with the terms and conditions of a Federal Award; 15.2.2. By the Federal awarding agency or Pass-through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; 15.2.3. By the Federal awarding agency or Pass-through Entity with the consent of the Non- Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 15.2.4. By the Non-Federal Entity upon sending to the Federal Awarding Agency or Pass- through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass-through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass-through Entity may terminate the Federal Award in its entirety; or 15.2.5. By the Federal Awarding Agency or Pass-through Entity pursuant to termination provisions included in the Federal Award. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit C Page 1 of 1 EXHIBIT C SAMPLE OPTION LETTER State Agency Insert Department's or IHE's Full Legal Name Option Letter Number Insert the Option Number (e.g. "1" for the first option) Grantee Insert Grantee’s Full Legal Name Original Agreement Number Insert CMS number or Other Agreement Number of the Original Agreement Current Agreement Maximum Amount Initial Term Option Agreement Number Insert CMS number or Other Agreement Number of this Option State Fiscal Year 20xx $0.00 Extension Terms Agreement Performance Beginning Date Month Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Agreement Expiration Date Month Day, Year State Fiscal Year 20xx $0.00 Total for All State Fiscal Years $0.00 OPTIONS: A. Option to extend for an Extension Term B. Option to change the quantity of Goods under the Agreement C. Option to change the quantity of Services under the Agreement D. Option to modify Agreement rates E. Option to initiate next phase of the Agreement REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option for an additional term, beginning Insert start date and ending on the current Agreement expiration date shown above, at the rates stated in the Original Agreement, as amended. B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the rates stated in the Original Agreement, as amended. C. For use with Option 1(D): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option to modify the Agreement rates specified in Exhibit/Section Number/Letter. The Agreement rates attached to this Option Letter replace the rates in the Original Agreement as of the Option Effective Date of this Option Letter. D. For use with Option 1(E): In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on Insert start date and end on Insert ending date at the cost/price specified in Section Number. E. For use with all Options that modify the Agreement Maximum Amount: The Agreement Maximum Amount table on the Agreement’s Signature and Cover Page is hereby deleted and rep laced with the Current Agreement Maximum Amount table shown above. OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO Jared S. Polis, Governor INSERT-Name of Agency or IHE INSERT-Name & Title of Head of Agency or IHE ______________________________________________ By: Name & Title of Person Signing for Agency or IHE Date: _________________________ In accordance with §24-30-202, C.R.S., this Option is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:___________________________________________ Grantee’s Signature Option Effective Date:______ _______________ DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit D Page 1 of 1 EXHIBIT D, FORM OF TASK ORDER State Agency Insert Department's or IHE's Full Legal Name Task Order Number Insert the Option Number (e.g. "1" for the first option) Grantee Insert Contractor's Full Legal Name, including "Inc.", "LLC", etc... Main Intergovernmental Task Order Agreement Number Insert CMS number or Other Agreement Number of the Main Intergovernmental Task Order Agreement Task Order Maximum Amount Task Order Agreement Number Insert CMS number or Other Agreement Number of this Task Order State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Task Order Performance Beginning Date The later of the Task Order Effective Date or Month Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Task Order Expiration Date Month Day, Year Total for All State Fiscal Years $0.00 In accordance with §4.B of the Main Intergovernmental Task Order Agreement referenced above, Agreement or shall complete the following Project: PROJECT DESCRIPTION Grantee shall complete the Project described in Grantee’s proposal that is attached hereto and incorporated herein (the “Proposal”). All terminology used in this Task Order and the Proposal shall be interpreted in accordance with the Main Intergovernmental Task Order Agreement unless specifically defined differently in this Task Order. PAYMENT The State shall pay Agreement the amounts shown in the Proposal in accordance with the requirements of that Proposal and the Main Intergovernmental Task Order Agreement. The State shall not make any payment for a State Fiscal Year that exceeds the Task Order Maximum Amount shown above for that State Fiscal Year. PERFORMANCE PERIOD Grantee shall complete all Work on the Project described in this Task Order by the Task Order Expiration Date stated above. Grantee shall not perform any Work on the Project described in the Proposal prior to the Task Order Performance Beginning Date or after the Task Order Expiration Date stated above. TASK ORDER EFFECTIVE DATE: The effective date of this Task Order is upon approval of the State Controller. Grantee INSERT-Legal Name of Grantee ______________________________________________ By: Name & Title of Person Signing for Contractor Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor Governor’s Office of Economic Development and International Trade Patrick Meyers, Executive Director ______________________________________________ By: Name & Title of Person Signing for Agency or IHE Date: _________________________ In accordance with §24-30-202, C.R.S., this Task Order is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By:___________________________________________ Jonathon Bray, Controller Task Order Effective Date:_____________________ DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit E Page 1 of 1 EXHIBIT E-PII CERTIFICATION STATE OF COLORADO THIRD PARTY ENTITY / ORGANIZATION CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § 24-74-105, C.R.S., I, _________________, on behalf of __________________________ (legal name of entity / organization) (the “Organizati on”), hereby certify under the penalty of perjury that the Organization has not and will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Fede ral or State law, or to comply with a court-issued subpoena, warrant or order. I hereby represent and certify that I have full legal authority to execute this certification on behalf of the Organization. Signature: __________________________ Printed Name: __________________________ Title: __________________________ Date: ___________ DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 1/9/2023 | 6:04 PM PST Eagle County Jeff Shroll Jeff Shroll County Manager Exhibit F Page 1 of 2 Version 12.27.21 EXHIBIT F- CODE OF FEDERAL REGULATIONS APPLICABLE 1. The "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments (Common Rule), at 49 Code of Federal Regulations, Part 18. 2. Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 C.F.R. Chapter 60). [All construction contracts awarded in excess of $10,000 by grantees and their contractors or sub grantees] 3. The Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 C.F.R. Part 3). [All contracts and sub grants for construction or repair in excess of $2,000] 4. The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 C.F.R. Part 5). This act requires that all laborers and mechanics employed by Contractors or sub-contractors that work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor. [Construction contracts in excess of $2,000 awarded by grantees and sub grantees when required by Federal grant program legislation] 5. Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 C.F.R. Part 5). [Construction contracts awarded by grantees and sub grantees in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers] 6. Standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h), Section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 C.F.R. Part 15). [contracts, subcontracts, and sub grants of amounts in excess of $100,000] 7. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). 8. 2 C.F.R. 200. 9. The Hatch Act (5 U.S.C. 1501-1508) and Public Law 95-454, Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally-assisted programs. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit F Page 2 of 2 Version 12.27.21 10. U.S.C. 6101 et seq., 42 U.S.C. 2000d, 29 U.S.C. 794, and implementing regulation, 45 C.F.R. Part 80 et seq. These acts require that no person shall, on the grounds of race, color, national origin, age, or handicap, be excluded from participation in or be subjected to discrimination in any program or activity funded, in whole or part, by federal funds; 11. The Americans with Disabilities Act (Public Law 101-336; 42 U.S.C. 12101, 12102, 12111- 12117, 12131-12134, 12141-12150, 12161-12165, 12181-12189, 12201-12213, 47 U.S.C. 225 and 47 U.S.C. 611. 12. The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91-646, as amended and Public Law 100-17, 101 Stat. 246-256). [If the Contractor is acquiring real property and displacing households or businesses in the performance of this contract] 13. The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 U.S.C. 701 et seq.). 14. The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et seq. and its implementing regulation, 45 C.F.R. Part 91; 15. Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. 16. And include the following: a. 13 C.F.R. 130 b. the applicable Program Announcement c. the current Notice of Award d. SBA Policy Guidelines, including SBA Memoranda and SBA Policy Notices, in effect as of the beginning date of the budget period or that become effective during the term of this Agreement e. SBA Administrative Guidelines, including SBA Memoranda and SBA Standard Operating Procedures, in effect as of the beginning date of the budget period or that become effective during the term of this Agreement f. Colorado SBDC Policy & Procedure Manual, which can be accessed online at https://www.coloradosbdc.org/director-resources/ and is incorporated herein by reference. All requirements as specified in the Colorado SBDC Policy & Procedure Manual apply in full effect as part of this Grant Award. DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit G Page 1 of 2 Exhibit G – IMPORTANT DUE DATE SCHEDULE Definitions The following terms are used herein shall be construed, interpreted, and/or referenced as follows unless the context otherwise expressly requires a different construction and interpretation: Grant Estimate means the estimated amount of grant funds spent by the Sub-Center that the OEDIT owes the Sub-Center for the specified time period. This estimate does not need back-up documentation. This can come in the form of an email to the Deputy Director of Finance. The Sub-Center will not be reimbursement for this amount. This is an estimate for record-keeping only. Reimbursement Request and Quarterly Reports means the final, signed reports for each of the SBDC tracked accounts: Grant, Cash Match, Program Income, Cash Not Declared as Match and Leading Edge. The Sub-Center will be reimbursed for the grant expense reported in this request, once the amounts for all accounts is reviewed and confirmed by the Lead Center. Detailed Back-Up Documentation means the detailed original general ledger of the host institution that is ticked by the Sub-Center illustrating expenses by account and line item. Important Dates Schedule ESTIMATED DUE DATE ITEM Jan. 4 Have staff resign Articles of Professional Behavior, Conflict of Interest Policy, Confidentiality Statement and keep on file at your SBDC Jan. 14 December Automatic Evaluations Status Report Jan. 14 2021 Q4 Reimbursement Requests (Oct, Nov, Dec) Jan. 14 ALL 2021 Data Entered into Center IC for EDMIS Upload Feb 15 January Automatic Evaluations Status Report Feb 15 2022 Workplan Updates Feb. 18 Directors’ original, resigned copies of Articles of Professional Behavior, Conflict of Interest Policy, Confidentiality Statement March 15 February Automatic Evaluations Status Report March 15 Q1 Success Story April 15 March Automatic Evaluations Status Report April 15 Q1 Reimbursement Requests (Jan, Feb, Mar) April 15 All Q1 Data Entered into Center IC for EDMIS Upload May 16 April Automatic Evaluations Status Report Jun. 15 May Automatic Evaluations Status Report Jun. 15 Q2 Success Story DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54 Exhibit G Page 2 of 2 Fri, Jul. 1 Q2 Reimbursement Estimate – AP/AR Form (Apr, May, June) Jul. 15 All Q2 Data Entered into Center IC for EDMIS Upload Jul. 15 June Automatic Evaluations Status Report Jul. 15 Q2 Reimbursement Requests (Apr, May, June) Jul. 22 Q1 & Q2 Semi-Annual Workplan Update August 15 July Automatic Evaluations Status Report Sept. 15 August Automatic Evaluations Status Report Sept. 23 Q3 Success Story Oct 3 Start submitting Consultant/Volunteer/Sponsor of the Year Nominations ,Oct. 14 Q3 Reimbursement Requests (July, Aug, Sept) Oct. 14 All Q3 Data Entered into Center IC for EDMIS Upload Oct. 14 September Automatic Evaluation Status Report Nov. 15 October Automatic Evaluation Status Report Dec. 9 Strategic Map Dec. 15 November Automatic Evaluation Status Report Dec. 26 Leading Edge Business Plans and Award Nominations Dec. 26 Q4 Success Story Jan 13 All CY2022 Data Entered into Center IC for EDMIS Upload Jan 13 Q4 Reimbursement Requests Due Jan 13 December Automatic Evaluation Status Report DocuSign Envelope ID: 66C0EDA4-4179-4FCA-BB59-2E109AD0CE54