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Home My WebLink AboutC24-249 Colorado Department of Agriculture_grantGrant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 1 of 25 Version 01.2023 STATE OF COLORADO GRANT AGREEMENT COVER PAGE State Agency Colorado Department of Agriculture Agreement Number CTGG1,BDAA,2024-3727 CMS#: 190482 Grantee Eagle County Government Grantee UEI GDB1EPFH8JR9 Agreement Performance Beginning Date The later of the Effective Date Initial Agreement Expiration Date November 30, 2026 Agreement Maximum Amount Initial Term Fund Expenditure End Date December 31, 2026 State Fiscal Year 2024 $850,000.00 Extension Terms Agreement Authority GRANTEE NAMED IN GRANT AWARD. NATIONAL FISH AND WILDLIFE FOUNDATION GRANT AWARD NUMBER: 5200.23.077714 Funding Agency: US Fish & Wildlife Services State Fiscal Year 2025 $0.00 State Fiscal Year 2026 $0.00 State Fiscal Year 2027 $0.00 State Fiscal Year 2028 $0.00 Total for All State Fiscal Years $850,000.00 Agreement Purpose This agreement will provide funding to Eagle County Government to serve as the lead agency for the Colorado River Watershed Group project funded through the America the Beautiful Challenge. This project will work to build community and ecosystem resiliency, protect critical drinking water sources, and improve habitat and watershed health by targeting unhealthy forest stands and invasive species, broadening the use of technology in livestock operations, leading fuel reduction efforts, and engaging a diverse community of partners in this major riparian corridor. Eagle County will provide grant administration for the partner projects, including reporting metrics and invoicing Colorado Department of Agriculture on a quarterly basis. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1. Exhibit A, Statement of Work 2. Exhibit B, Budget 3. Exhibit C, Sample Option Letter 4. Exhibit D, Federal Provisions 5. Exhibit E, PII Certification 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 D, Federal Provisions 2. Colorado Special Provisions in §18 of the main body of this Agreement 3. The provisions of the other sections of the main body of this Agreement 4. Exhibit A, Statement of Work 5. Exhibit E, PII Certification 6. Exhibit B, Budget 7. Exhibit C, Sample Option Letter Principal Representatives For the State: For Grantee: Patty York Kallie Rand Colorado Department of Agriculture Eagle County Government 305 Interlocken Parkway P.O. Box 850 Broomfield CO 80021 Eagle, CO 81631 patty.york@state.co.us kallie.rand@eaglecounty.us Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 2 of 25 Version 01.2023 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature. GRANTEE Eagle County Government ______________________________________________ By: Matt Scherr, Chair, Eagle County Board of County Commissioners Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor Colorado Department of Agriculture Kate Greenberg, Commissioner ______________________________________________ By: Hollis Glenn, Deputy Commissioner of Operations 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: Christi Kamath, Controller Delegate Effective Date:_____________________ Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 3 of 25 Version 01.2023 TABLE OF CONTENTS COVER PAGE..........................................................................................................................1 SIGNATURE PAGE.................................................................................................................2 1. PARTIES...................................................................................................................................3 2. TERM AND EFFECTIVE DATE.............................................................................................3 3. DEFINITIONS ..........................................................................................................................5 4. STATEMENT OF WORK........................................................................................................7 5. PAYMENTS TO GRANTEE....................................................................................................7 6. REPORTING - NOTIFICATION ...........................................................................................10 7. GRANTEE RECORDS ...........................................................................................................10 8. CONFIDENTIAL INFORMATION-STATE RECORDS ......................................................11 9. CONFLICTS OF INTEREST..................................................................................................13 10. INSURANCE ..........................................................................................................................13 11. BREACH OF AGREEMENT.................................................................................................15 12. REMEDIES .............................................................................................................................16 13. DISPUTE RESOLUTION .......................................................................................................18 14. NOTICES AND REPRESENTATIVES.................................................................................18 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ........................................18 16. STATEWIDE CONTRACT MANAGEMENT SYSTEM.....................................................19 17. GENERAL PROVISIONS......................................................................................................20 18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) .......................23 EXHIBIT A, STATEMENT OF WORK ..............................................................................................1 EXHIBIT B, BUDGET .........................................................................................................................1 EXHIBIT C, SAMPLE OPTION LETTER ..........................................................................................1 EXHIBIT D, FEDERAL PROVISIONS...............................................................................................1 EXHIBIT E, PII CERTIFICATION ......................................................................................................1 EXHIBIT E, PII CERTIFICATION ......................................................................................................2 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, and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Grantee for any Work performed or expense incurred before the Effective Date, except as described in §5.D, or after the Fund Expenditure End 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 Initial Agreement Expiration Date shown on the Cover Page for this Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 4 of 25 Version 01.2023 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 this 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 Sample Option Letter attached to this Agreement. 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 ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this Agreement 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 Agreement by the State for breach 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 Agreement, and shall include, to the extent practicable, the public interest justification for the termination. 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 Agreement in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement 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 Agreement, incurred by Grantee which are directly attributable Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 5 of 25 Version 01.2023 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 Granteehereunder. F. 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 manner, 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 B. 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. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S. G. “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 for this Agreement. H. “End of Term Extension” means the time period defined in §2.D. I. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. J. “Extension Term” means the time period defined in §2.C. K. “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. Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 6 of 25 Version 01.2023 L. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. United States Fish & Wildlife Service (USFWS) is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. M. “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. N. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. O. “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. P. “Initial Term” means the time period defined in §2.B. Q. “Matching Funds” means the funds provided Grantee as a match required to receive the Grant Funds. R. “Party” means the State or Grantee, and “Parties” means both the State and Grantee. S. “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. T. “Recipient” means the State agency shown on the Signature and Cover Page of this Agreement, for the purposes of this Federal Award. U. “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. V. “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 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 Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 7 of 25 Version 01.2023 right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. W. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. X. “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. Y. “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. Z. “Subcontractor” means third-parties, if any, engaged by Grantee to aid in performance of the Work. “Subcontractor” also includes sub-grantees of grant funds. AA. “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. BB. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. CC. “Work” means the Goods delivered and Services performed pursuant to this Agreement. DD. “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, maps, materials, ideas, concepts, know-how, information, 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 Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A and Exhibit B. 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. 5. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Agreement Maximum for each State Fiscal Year shown on the Cover Page of this Agreement. Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 8 of 25 Version 01.2023 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 Exhibit B. 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 Agreement. 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 Grant 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 Grant 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 Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Grant Funds. If State,federal Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 9 of 25 Version 01.2023 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 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 and Exhibit B. 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 and Exhibit B has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. 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, Exhibit B 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 and Exhibit B. 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 Dateshown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 10 of 25 Version 01.2023 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 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 30 days following the end of each calendar quarter, as specified by the Statement of Work. 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 ten 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 and Final Status Grantee shall submit all financial, performance and other reports to the State no later than 45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State, containing an evaluation and review of Grantee’s performance and the final status of Grantee’s obligations hereunder. 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 make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records for a period (the “Record Retention Period”) Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 11 of 25 Version 01.2023 of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. 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 will monitor Grantee’s performance of its obligations under this Agreement using procedures as determined by 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 A. Confidentiality Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 12 of 25 Version 01.2023 Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the State’s Principal Representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Grantee can establish that none of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable costs thereof. E. Safeguarding PII If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 13 of 25 Version 01.2023 encryption, data transmission encryption, security inspections, and audits. Grantee shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to, Contractor’s employees, agents and Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit E on an annual basis Contractor’s duty and obligation to certify as set forth in Exhibit E shall continue as long as Contractor has direct access to any State databases containing PII. If Contractor uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Contractor shall require such Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the Subcontractor has access to State databases containing PII. 9. CONFLICTS OF INTEREST 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 this Agreement. D. Contractor acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S. Contractor further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S. with regard to this Contract. 10. INSURANCE Grantee shall obtain and maintain insurance as specified in this section, at all times during the term of this Agreement. Grantee shall ensure that each Subcontractor obtain and maintain insurance according to sections A, B, C, and G-J during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by the State. It is Grantee’s responsibility to ensure the required insurance levels, when applicable, are met with each Subcontractor as part of this agreement. Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 14 of 25 Version 01.2023 A. Workers’ Compensation (Grantee & Subcontractors) Workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Grantee or Subcontractor employees acting within the course and scope of their employment. B. General Liability (Grantee & Subcontractors) Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $1,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any one fire. C. Automobile Liability (Grantee & Subcontractors) Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. D. Cyber/Network Security and Privacy Liability (Grantee) Liability insurance covering civil, regulatory, and statutory damages, contractual damages, data breach management exposure, and any loss of income or extra expense as a result of actual or alleged breach, violation, or infringement of right to privacy, consumer data protection law, confidentiality or other legal protection for personal information, as well as State Confidential Information with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $2,000,000 general aggregate. E. Professional Liability Insurance (Grantee) Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. F. Crime Insurance (Grantee) Crime insurance including employee dishonesty coverage with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. G. Additional Insured (Grantee & Subcontractors) The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Grantee and Subcontractors. H. Primacy of Coverage (Grantee & Subcontractors) Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 15 of 25 Version 01.2023 Coverage required of Grantee and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by Grantee or the State. I. Cancellation (Grantee & Subcontractors) All commercial insurance policies shall include provisions preventing cancellation or non- renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Grantee and Grantee shall forward such notice to the State in accordance with §14 within seven days of Grantee’s receipt of such notice. J. Subrogation Waiver (Grantee & Subcontractors) All commercial insurance policies secured or maintained by Grantee or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. K. Public Entities If Grantee is a “public entity” within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the “GIA”), Grantee shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this Grantee, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA. L. Certificates For each commercial insurance plan provided by Grantee under this Agreement, Grantee shall provide to the State certificates evidencing Grantee’s insurance coverage required in this Agreement within seven Business Days following the Effective Date. Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within seven Business Days following the Effective Date, except that, if Grantee’s subcontract is not in effect as of the Effective Date, Grantee shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within seven Business Days following Grantee’s execution of the subcontract. No later than 15 days before the expiration date of Grantee’s or any Subcontractor’s coverage, Grantee shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, Grantee shall, within seven Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this section. 11. BREACH OF AGREEMENT In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of Agreement to the other Party. If the notified Party does not cure the breach, 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 Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 16 of 25 Version 01.2023 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. 12. REMEDIES 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 In the event of Grantee’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Additionally, if Grantee fails to comply with any terms of theFederal 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. 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 Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 17 of 25 Version 01.2023 breachby Grantee,and the State may withhold payment to Granteefor 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: 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. Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 18 of 25 Version 01.2023 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 A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for resolution. B. Resolution of Controversies If the initial resolution described in §13.A fails to resolve the dispute within ten Business Days, Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page of this Agreement as described in §24-101-301(30), C.R.S. for resolution following the same resolution of controversies process as described in §§24-106-109, and 24-109-101.1 through 24-109-505, C.R.S. (the “Resolution Statutes”), except that if Grantee wishes to challenge any decision rendered by the Procurement Official, Grantee’s challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement. 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 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. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product i. Copyrights Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 19 of 25 Version 01.2023 Reserved. ii. Patents Reserved. iii. Assignments and Assistance Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, “State Materials”). Grantee shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Grantee’s obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Grantee shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Grantee Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third- party materials, delivered by Grantee under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, “Grantee Property”). Grantee Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 16. 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 Agreement performance information in the State’s Agreement 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. Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 20 of 25 Version 01.2023 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. Subcontracts Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Subcontractor engagement as identified in grant award has already obtain approval of the State. Grantee shall submit to the State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. If the entity with whom Grantee enters into a subcontract or subgrant would also be considered a Subrecipient, then the subcontract or subgrant entered into by Grantee shall also contain provisions permitting both Grantee and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. C. Binding Effect Except as otherwise provided in §17.A, all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement 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. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding 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, Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 21 of 25 Version 01.2023 or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. 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 Agreement by reference. I. 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. J. 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. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Grantee’s or a Subcontractor’s website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L. 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. M. 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. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 22 of 25 Version 01.2023 for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. O. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in § 17.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. P. 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. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Grantee’s industry, trade, or profession. S. Licenses, Permits, and Other Authorizations Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. T. Indemnification Reserved. U. Compliance with State and Federal Law, Regulations, and Executive Orders Grantee shall comply with all State and Federal law, regulations, executive orders, State and Federal Awarding Agency policies, procedures, directives, and reporting requirements at all times during the term of this Grant. V. 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 Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 23 of 25 Version 01.2023 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 OIT pursuant to Section §24-85-103 (2.5), C.R.S. 18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all agreements except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., then this Agreement 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 State, 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 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. Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 24 of 25 Version 01.2023 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. [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 Grant Agreement Number: CTGG1,BDAA,2024-3727 CMS#: 190482 Page 25 of 25 Version 01.2023 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. Exhibit A Page 1 of 6 EXHIBIT A, STATEMENT OF WORK Eagle County Government Colorado River Watershed Group Colorado Department of Agriculture Conservation Services Division America the Beautiful Challenge I. Project Description / Objectives This project will work to build community and ecosystem resiliency, protect critical drinking water sources, and improve habitat and watershed health by targeting unhealthy forest stands and invasive species, broadening the use of technology in livestock operations, leading fuel reduction efforts, and engaging a diverse community of partners. This project will occur in the Colorado River watershed where county governments, conservation districts and non-profit organizations will work to improve resiliency to future natural disasters such as fires, floods, and droughts. Individual project descriptions are as follows: Eagle County will complete two projects through this grant: Rights-of-Way Fuels Reduction Program and Riparian Corridor Restoration and Habitat Improvement Project, in addition to acting as lead agency for this watershed group. The Rights-of-Way Fuels Reduction Program will consist of noxious weed treatments along rights- of-way in Eagle County. The goal of this project is to complete noxious weed treatments and prevent the spread of invasive plant propagules through habitat corridors. County roadways adjacent to waterways will be prioritized. The Riparian Corridor Restoration and Habitat Improvement Project will consist of noxious weed treatments and native restoration seeding and riparian plantings on County-owned and managed lands adjacent to rivers and creeks. The goal of this project is to improve native wildlife habitat and soil health through historical agricultural lands. Eagle County Conservation District will complete the Grassland Restoration Cost-Share Program. This program will offer a noxious weed and grassland restoration cost-share for landowners and land managers within the District. The goal is to expand on an existing cost-share program that is limited to small acreage homeowners. The Grassland Restoration Cost-Share Program will be a 3-year program and will provide a part-time summer seasonal employee for each year. Eagle River Coalition will complete the Riverwalk at Edwards Riparian Restoration project. This project will restore and enhance the riparian habitat along the Riverwalk at Edwards to better provide ecological services like pollution filtration and reduction in sedimentation; engage the local community through volunteer workdays, educational signage and outreach events; and provide safe, accessible, high quality recreation opportunities for the community. These goals will be achieved through closing social trails, completing noxious weed treatments, replanting native vegetation, grading the steep east and west ends of the project, completing outreach through events, organizing volunteer planting days and installing educational signage in both English and Spanish. Exhibit A Page 2 of 6 Mesa County will complete the Riparian/Wetland Restoration Project at Clifton Park. This project will include treatments and removal of woody tree species and herbaceous noxious weeds, along with soil amendments, reseeding of bare areas and install riparian native species plantings. Improvements to this area will benefit public lands and river accessibility for an underserved area of Mesa County, as well as improve habitat and water quality for endangered species. RiversEdge West will complete the Grand Valley Riparian Restoration and Community Outreach Project. This project is focused on woody invasive species removal of Tamarisk and Russian olive and subsequent revegetation from two sites along the Colorado River and the Riverfront trail. The first site is a 60 acre mid-channel island located adjacent to the Riverfront trail and several businesses. The tamarisk and Russian olive infestation is of concern from both an ecological and wildfire hazard perspective. Woody noxious trees will be removed from the island and will be replaced with willow cuttings, cottonwood poles, and potted shrubs as well as native grass and forb seeding. The second site is a section of Riverfront trail in Loma. This project will continue the removal and restoration of this section of trail. Removal of woody noxious tree species will be done with a combination of machinery and hand-crews. Seeding and shrub planting will follow to establish a native plant population. These projects also include educational opportunities and technical assistance to the landowners and members of the public. A workshop series along the Colorado River will focus on riparian health and common methods of restoration. Volunteer events will also take place to help with the planting effort. GarPit Association of Conservation Districts will complete the Virtual Fencing Collars for local Cattle Operations Project. This project will utilize virtual fencing technology for cattle ranchers in the Districts. Individual animals will be collared with an audio/sensory device that will be programmed with a virtual fence system using a computer or phone-based app. This will be a vital tool to create rotational/mob grazing systems that allow ranchers to target grazing in areas to control noxious weeds, mitigate ladder fuels to reduce the potential for wildfire, improve pasture health, and build healthy resilient soils that can better withstand drought conditions. Town of Eagle will complete a Firebreaks Restoration Project. Tasks include noxious weed control and reseeding masticated areas in firebreaks and other fuel treatment areas to prevent future soil erosion and to restore wildlife habitat. Funding will go towards hiring a noxious weed contractor and to purchase seed and mulch to reseed mowed areas. A youth corps will provide labor for spreading seed and mulch and assist with mechanical noxious weed treatments. Reseeding fire breaks will increase habitat connectivity and soil stability. II. Grantee Grantee Legal Name: Eagle County Government Grantee dba: Eagle County Grantee UEI Number: GDB1EPFH8JR9 Grantee Designation: Sub-recipient Grantor Agency: National Fish and Wildlife Foundation (NFWF) Grant Award Number: 5200.23.077714 Funding Agency: United States Fish & Wildlife Service (USFWS) CFDA Number: 15.663 Exhibit A Page 3 of 6 III. Definitions AtBC America the Beautiful Challenge CD Conservation District CDA or The State Colorado Department of Agriculture or State of Colorado CFDA Catalog of Federal Domestic Assistance Contractor or Grantee Used interchangeably as the party receiving the grant award dba “doing business as” or any nicknames or abbreviations that the grantee goes by ERC Eagle River Coalition Encumbrance Document The document provided by the State as the formal commitment voucher. Encumbrance, POGG1, Grant Agreement or Purchase Order Grant are used interchangeably, and all referred as the Encumbrance Document. GarPitCDs Garfield & Pitkin Counties Association of Conservation Districts GPS Global Positioning System NEPA National Environmental Policy Act NFWF National Fish and Wildlife Foundation Noxious Weeds Title 35, Article 5.5, Colorado Noxious Weed Act, and the weed species listed at https://www.colorado.gov/ag/weeds NWMF Noxious Weed Management Fund NRCS Natural Resources Conservation Service Project Partner Any one of the partner groups receiving funds through this multi- entity project Quarter A period of 3 months Quarter 1: July-September Quarter 2: October-December Quarter 3: January-March Quarter 4: April-June REW RiversEdge West SWCA, Inc. Environmental consultant agency overseeing NEPA compliance standards SOW Statement of Work UEI Unique Entity Identifier USFWS United States Fish & Wildlife Service UWI Urban-Wildland Interface IV. Personnel The State relied, in part, in the awarding of this grant upon the qualifications of the Grantee’s Key Personnel. 1. Key Personnel List Exhibit A Page 4 of 6 The State considers the following positions, and the assigned Grantee Personnel, to be key personnel: a. Kallie Rand, Eagle County, Vegetation Management Lead & Project Manager b. Laura Bohannon, Eagle County Conservation District, Partner c. James Dilzell, Eagle River Watershed Council (dba Eagle River Coalition), Partner d. Ryan Surad, Mesa County, Partner e. Kate Hampson & Christa Brown, RiversEdge West, Partner f. Emily Schwaller, GarPit Association of Conservation Districts, Partner g. Brian Lieberman, Town of Eagle, Partner 2. Replacement Grantee shall immediately notify the State in writing if any Key Personnel cease to serve. Provided there is a good-faith reason for the change, if the Grantee wishes to replace its Key Personnel, it shall notify the State within 2 weeks for review and approval. Such approval is at the State's sole discretion. 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. Anytime Key Personnel cease to serve, the State, in its sole discretion, may direct Grantee to suspend Work until such time as their replacements are approved. The State shall not compensate the Grantee at a higher rate for Replacement Key Personnel. Changes to Personnel and Deadlines, except the Effective Date, may be adjusted by mutual written agreement of the Grantee and the State. Exclusively for the purposes of modifying the deadlines and personnel in this SOW, email shall suffice as sufficient written documentation. Extending the SOW or encumbrance document requires a formal modification to the State’s encumbrance document. V. Performance Activities The Grantee shall manage the Project. a. The Effective Date of this Grant Agreement is listed on the cover page. The period of performance must be within the dates of the cover page. b. Participate in the post-award meeting to review deliverables and important dates, c. Create Quarterly Progress Reports that include updates from each project, d. Create a Final Report, e. Oversee project partners and their progress, as needed, and report to CDA on any issues or non-compliance, f. Achieve agreed upon metrics, g. Work with partners to develop a “success story” for each project, complete with photos and maps, and h. Provide site location information and a map of project activities. VI. Performance Standards 1. The Grantee shall comply with the National Environmental Policy Act (NEPA) according to the contract between CDA and NFWF and the ESA Compliance Document prepared by SWCA Environmental Consultants. Exhibit A Page 5 of 6 a. Cultural study: CDA mailed Tribal Consultation letters to 120 contacts (list provided by SWCA) on December 5th and allowing 30 days for a consultation request. No consultations were requested, b. Endangered species: all partners will adhere to Avoidance Minimization Measures (AMMs) as outlined in the ESA Compliance Document for the following species: i. Canada lynx, ii. Fish: Humpback chub, Razorback sucker, Bonytail, Colorado Pikeminnow, iii. Gray wolf, iv. Mexican spotted owl, v. Monarch butterfly, vi. Silverspot vii. Ute ladies’ tresses, and viii. Yellow-billed cuckoo. 2. The Grantee shall meet objectives outlined in any associated management plan for the project. 3. The Grantee shall obtain all necessary permits for all activities and follow all applicable laws, regulations, ordinances, and similar requirements. 4. The Grantee shall follow best practices for all treatment and restoration activities. 5. The Grantee shall purchase necessary supplies and materials. Purchased supplies and materials shall fit within the designated budgetary framework below. Only purchases made within the GRANT AGREEMENT dates are reimbursable. The State will not be responsible for any applicable taxes or costs outside of the GRANT AGREEMENT performance dates. VII. Performance Requirements 1. The Grantee shall fulfill Habitat Management metrics through Improved Management and Managed Grazing: a. Improve management of habitat through native species seeding (Eagle County: 150 acres; ERC: 8 acres; Mesa County: 12 acres), and b. Modernize livestock infrastructure for more flexibility in livestock operations (GarPitCDs: 28,000 acres) 2. The Grantee shall fulfill Watershed Restoration metrics through the Removal of Invasive Species and Fuels Management: a. Complete herbaceous vegetation annual treatments to improve habitat (Eagle County: 150 acres; ECCD: 2,000 acres, ERC: 8 acres; Mesa County: 34 acres), b. Remove noxious phreatophyte species (Russian olive and tamarisk) to conserve water and improve habitat (REW: 40 acres), and c. Treat non-native species in previously masdicated fuel breaks and other fuel treatment areas. (Town of Eagle: 26 acres). 3. The Grantee shall contribute to Jobs in the area: a. Create seasonal positions (Eagle County: 1 position; ECCD: 1 position), and b. Sustain positions already created (Mesa County: 2 positions). Exhibit A Page 6 of 6 4. The Grantee shall produce education material and/or conduct outreach activities: a. Engage residents on the importance of wildfire fuel mitigation reduction efforts and reducing noxious weeds on and around their property (Town of Eagle: 400 residents), b. Engage residents through outreach and events that help to improve river access (ERC: 400 residents), and c. Target landowners through the cost-share program (ECCD: 20 participants). 5. The Grantee shall make improvements to Green Infrastructure: a. Improve three river access points (Mesa County). 6. The Project Partner shall provide a Success Story about their project, including photos and a map. VIII. Deliverables and Acceptance 1. The Grantee shall submit Quarterly Reports to the CDA Project Manager no later than 30 calendar days after the end of each quarter. 2. The Grantee shall submit a Final Report to the CDA Project Manager no later than the expiration date of this Grant Agreement. 3. The Grantee shall submit a Success Story about their project, complete with photos and a map, no later than the expiration date of this Grant Agreement. Exhibit B Page 1 of 6 EXHIBIT B, BUDGET I. Budget This SOW contains federal funds. Total Partner Budget Breakdown is as follows: Project Partner Project Description USFWS Funds In-Kind Match** Cash Match*Total Administration of Watershed Group Contract (match from CDA NWF)$25,000 $52,000 $77,000 Right-of-Way Fuel Reduction & Riparian Corridor Restoration and Habitat $252,000 $252,000 Eagle County Conservation District Grassland Restoration Cost Share Program $160,000 $25,000 $185,000 Eagle River Coalition Riverwalk at Edwards Riparian Restoration $75,000 $6,900 $20,000 $101,900 GarPit Association of Conservation Districts Adaptive Grazing Management for local Cattle Operations $160,000 $2,000 $65,000 $227,000 Mesa County Mesa County Riparian/Wetland Noxious Weed Removal, and Native Plant Restoration $36,000 $14,760 $2,800 $53,560 Rivers Edge West Grand Valley Riparian Restoration and Community Outreach and Education $100,000 $7,440 $69,000 $176,440 Town of Eagle Firebreaks Restoration Project $15,000 $8,675 $400 $24,075 $89,775 $209,200 Eagle County $798,000 $298,975 $1,096,975 Totals: *Cash match in in the amount of $52,000.00 is being provided through the CDA’s Noxious Weed Management Fund. This amount will be added to the total USFWS funds, bringing the Contrat total to $850,000.00. Exhibit B Page 2 of 6 Project Partner Budget Details are as follows: Eagle County: Funding Category Project Description USFWS Funds In-Kind Match* Cash Match*Total Personnel 1 seasonal hired for 3 years (28 weeks per year x $26.25/hour); cash match provided from the NWMF $68,200 $25,000 $20,000 $113,200 Herbicides, PPE, and supplies for noxious weed treatments; cash match is being provided from $11,000 $12,000 $23,000 Seed and plant material for revegetation ; cash match is being provided from the NWM Fund through CDA $43,000 $20,000 $63,000 Contractual Services Contractor hired for noxious weed treatments $50,000 $50,000 Administrative Fiscal Agent Time and Resources $79,800 $79,800 $252,000 $25,000 $52,000 $329,000 Totals: Supplies & Materials *Cash match for this project will come from the CDA’s Noxious Weed Management Fund. Eagle County Conservation District: Funding Category Project Description USFWS Funds Match* Total Personnel Seasonal hired for 3 years (40 hrs/month X 6 months X $28/hr)$20,160 $20,160 Supplies & Materials Advertising & Marketing $3,840 $3,840 75/25 Cost Share Program with landowners within Eagle County Conservation District boundaries to erdicate noxious weeds and revegetate $100,000 $25,000 $125,000 1 licensed applicator to perform site visits to identify noxious weeds and treatment plan.$20,000 $20,000 Administrative Management of reports, deliverables and dispersement of funds (10%)$16,000 $16,000 $160,000 $25,000 $185,000 Totals: Contractual Services Exhibit B Page 3 of 6 Eagle County Coalition: Funding Category Description USFWS Funds In-Kind Match* Cash Match*Total ERC Projects Coordinator Salary ($30/hr x 200 hrs)$6,000 $300 $6,300 ERC Executive Director Salary ($55/hr x 10 hrs)$550 $550 Riverwalk POA at Edwards Maintenance Staff Salary ($22/hr x 100 hrs)$2,200 $2,200 Volunteer Time for Implementation (125 hours at $28.54/hr) (independentsector.org, April 2021) $3,500 $3,500 Travel Mileage for travel to and from the site. (49 miles x $0.655/mile x 9 site visits)$300 $300 Interpretive signage $4,600 $4,600 Erosion control materiels (i.e. - coir mats/logs, straw)$1,000 $1,000 Native plants $5,500 $5,500 East & west end stabilization materials $5,000 $5,000 Hand tools $350 $350 Native seed mix $800 $800 Advertising (volunteer recruitment, project goals & successes, etc.)$1,200 $1,200 Spanish Translation Services for Interpretive Signage ($30/hr x 20 hrs)$600 $600 Riverwalk POA Project Design & Permitting $30,000 $20,000 $50,000 Heavy equipment for grading/earthwork $20,000 $20,000 Totals: $75,000 $6,900 $20,000 $101,900 Personnel Supplies & Materials Contractual Services Exhibit B Page 4 of 6 GarPit Association of Conservation Districts: Funding Category Description USFWS Funds In-Kind Match* Cash Match*Total Full-Time Range/Pool Rider who will montor collars and move cattle through out the Spring, Summer and Fall $10,000 $25,000 $35,000 1000 hours staff time managing Grazing of Cattle - $30/hr $30,000 $30,000 Rental of VENCE Virtual Fencing Collars: 890 Collars, 2024-2026 $80,100 $80,100 Rental of VENCE Virtual Fencing Collars: 120 Collars for 3 years (2024, 2025 and 2026) $16,200 $16,200 Soil Tests and Range Assesments $8,700 $8,700 Lienced applicators to complete noxious weed treatments - 3 Years $30,000 $5,000 $35,000 Administrati ve Management of reports, deliverables, mapping and dispersement of funds $15,000 $2,000 $5,000 $22,000 Totals:$160,000 $2,000 $65,000 $227,000 Contractual Services Personnel Supplies & Materials Mesa County: Funding Category Project Description USFWS Funds In-Kind Match* Cash Match*Total Seasonal employee retained in order to complete noxious weed treatments for 3 years ($22/hr 8 weeks per year) $21,120 $21,120 Seasonal employee season extended by 4 weeks for 3 consecutive years @ $20/hr $9,600 $9,600 Noxious weeds treatments and supervision by Mesa County Coordinator $6,000 $6,000 Native Seeds, and planting materials $1,280 $1,280 herbicide, planting materials $2,800 $2,800 Chipper ($30/hr x 72hrs) $2,700 $2,700 Mini excavator and operator ($170/hr x 18hrs)$3,060 $3,060 Contractual Services Hydroseeding $4,000 $4,000 Administrative Administration and Coordination of Projects $3,000 $3,000 $36,000 $14,760 $2,800 $53,560 Totals: Supplies & Materials Personnel Exhibit B Page 5 of 6 RiversEdge West: Funding Category Project Description USFWS Funds In-Kind Match* Cash Match*Total Private Lands Biologist (381 hours @ $44.55/hour)$17,000 $17,000 Associate Director (45 hours @ $65.52/hour) $2,960 $2,960 Outreach Coordinator (13 hours @ $37.16/hour)$500 $500 Travel 769 miles @ $0.65/mile $500 $500 Herbicide- 17.5 gallons @ $200/2.5 gal $3,500 $3,500 Seed -22 acres @ $500/acre $11,000 $11,000 Plant materials - 105 plants @ $25/plant $2,650 $2,650 Caging materials - 100 plants caged @ $15/plant $1,500 $1,500 Workshop/training materials - Food/printed material for 3 workshops @ $577/workshop $1,490 $240 $1,730 WCC 8 person crew w/ chipper- 2 weeks @ $11,000/week $22,000 $64,000 $86,000 WCC 8 person crew - 1 week @$9,800/ week $9,800 $7,200 $17,000 WCC Strike team - 2 weeks @ $5,800/week $11,600 $5,000 $16,600 Local Contractor: mechanical assistance- $1,500 mobilization, 3.5 days @ $1000/day $15,500 $15,500 $100,000 $7,440 $69,000 $176,440 Totals: Supplies & Materials Personnel Contractual Services Town of Eagle: Funding Category Project Description USFWS Funds In-Kind Match* Cash Match*Total Personnel 1-week youth corps to spread native seed and mulch $8,675 $8,675 Two bags of Dry Native Mountain Seed Mix (7 acres, 15lbs/acre at 608.35/ 15lbs bag)$1,217 $1,217 Mulch to cover exposed seeded areas $300 $300 $600 Contractual Services Noxious Weed Treatment contractor (100 hrs at $135/hr)$13,483 $100 $13,583 $15,000 $8,675 $400 $24,075 Totals: Supplies & Materials *This grant requires a minimum of 10% match of funding from non-federal sources, 2.5% of which must be cash. The CDA has offered to supply the cash portion of the required match through Noxious Weed Management funds. The match reflected in this table was proposed in the revised project application. 1. The Grantee shall manage all budgets by line as they appear in this Exhibit B. The Grantee is authorized to move funds among budget lines only with the prior, expressed written permission of the CDA Project Manager. A request to move funds shall be accompanied by an updated budget and justification for the move. Any changes in expenditures affecting greater than 10% of the grant amount must be approved in writing, in advance, by CDA. This may be accomplished electronically. Exhibit B Page 6 of 6 2. The Grantee can incur matching expenses, including in-kind contributions, starting from the beginning of the NFWF contract, which began on January 2, 2023. Matching expenses must be documented and shall reflect what was proposed by each partner in the revised application process. II. Invoicing 1. To receive interim reimbursement under the Grant Agreement, the Grantee shall submit a signed Invoice. The Grantee shall submit invoices for all project partners; CDA should not receive invoices directly from Project Partners. The Invoice must reference the Grant Agreement number and include an invoice number. Interim invoicing shall occur no more than once a quarter and shall be submitted along with the Quarterly Report. Expenditures shall be in accordance with this Statement of Work and Budget and with the Quarterly Report, if an interim Invoice. 2. To receive final reimbursement under the Grant Agreement, the Grantee shall submit a signed Invoice for the amount remaining after interim invoices. The Grantee shall submit invoices for all project partners; CDA should not receive invoices directly from Project Partners. The Invoice must reference the Grant Agreement number and include an invoice number. Expenditures shall be in accordance with this Statement of Work and Budget. 3. The Grantee and all Project Partners shall retain a copy of all grant documents and make them available upon request, for three years following the expiration date of the encumbrance. 4. The Grantee shall submit the following documentation with the completed invoice, including but not limited to: a. Certified payroll records for personnel expenses to be reimbursed, b. Invoices for contracted services, c. Receipts for direct costs and expenditures greater than $250.00, d. Copies of educational items produced with grant funds, e. Itemized matching expenses and proof of in-kind match contributions, and f. Other documentation requested by the CDA Project Manager necessary to support the invoice. 4. Scan the completed and signed Invoice and supporting documentation into an electronic document. Email the Invoice and supporting documentation to the CDA Pricipal Represenatitive as state in the Cover Page. 5. Final invoicing must be received by the State within 45 days after the expiration or termination of the Grant Agreement. Refer to the Grant Agreement cover page for this date. If additional time is needed, contact the CDA Project Manager immediately. 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, including "Inc.", "LLC", etc... Original Agreement Number Insert CMS number or Other Agreement Number of the Original Contract 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, YearState Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Agreement Expiration Date Month Day, YearState 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 replaced 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:___________________________________________ Name of Agency or IHE Delegate-Please delete if agreement will be routed to OSC for approval Option Effective Date:_____________________ Exhibit D Page 1 of 8 EXHIBIT D, 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: Exhibit D 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; 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. Exhibit D Page 3 of 8 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. “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. 2.1.18. “Unique Entity ID” means the Unique Entity ID established by the federal government for a Grantee at https://sam.gov/content/home. 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 SYSTEM (UEI) 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. 4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update Grantee’s information in SAM.Gov at least annually. 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 5.1.2.3. 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. Exhibit D Page 4 of 8 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 changesshall 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. 8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. Exhibit D Page 5 of 8 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. Exhibit D 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 development) 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 CONTRACTS. 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). Exhibit D 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. Exhibit D Page 8 of 8 13. CERTIFICATIONS. 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. Exhibit E Page 1 of 2 EXHIBIT E, PII CERTIFICATION STATE OF COLORADO THIRD PARTY INDIVIDUAL CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § 24-74-105, C.R.S., I hereby certify under the penalty of perjury that I have 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 Federal or State law, or to comply with a court-issued subpoena, warrant or order. Signature: __________________________ Printed Name: __________________________ Date: ___________ Exhibit E Page 2 of 2 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 “Organization”), 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 Federal 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: __________________________