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HomeMy WebLinkAboutECHDA25-02 CO Dept. Local Affairs - Housing_Affordable Housing Investment Fund Grant Page 1 of 47 STATE OF COLORADO PERFORMANCE GRANT AGREEMENT Affordable Housing Investment Fund 2023 COVER PAGE State Agency Department of Local Affairs for the benefit of the Division of Housing Agreement Number CMS# 195693 H5AHRL33587 Grantee Eagle County Housing and Development Authority, a statutory housing authority Agreement Performance Beginning Date Effective Date Initial Agreement Expiration Date June 30, 2029 Agreement Maximum Amount Initial Term State Fiscal Years 2025 $2,500,000 2026 $2,500,000 minus any amounts spent in previous state fiscal years 2027 $2,500,000 minus any amounts spent in previous state fiscal years 2028 $2,500,000 minus any amounts spent in previous state fiscal years 2029 $2,500,000 minus any amounts spent in previous state fiscal years Fund Expenditure End Date June 30, 2029 Agreement Authority §24-32-731(9)(a), C.R.S. Total for All State Fiscal Years $2,500,000.00 Agreement Purpose Pursuant to the Notice of Funding Availability (the “NOFA”) released on January 20, 2023, by the Colorado Department of Local Affairs, Division of Housing, Office of Housing Finance and Sustainability for the Affordable Housing Investment Fund 2023 (AHIF23), the Grantee was awarded on August 8, 2023, a performance grant of up to $2,500,000.00 for Grantee’s Aid for ADUs Loan Program. Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1. Exhibit A - Applicable Laws 2. Exhibit B - Statement of Work 3. Exhibit C - PII Certification 4. Exhibit D - Form of Disbursement Request 5. Exhibit E - Form of Disbursement Confirmation Certificate 6. Exhibit F - Program Note Requirements 7. Exhibit G - Grantee’s Underwriting Policies and Procedures 8. Exhibit H - County Locality Classifications Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL CTGG1 NHAA 2025*3311 AHRL Grant Agreement Page 2 of 46 CMS# 195693 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 A - Applicable Laws 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 B - Statement of Work 5. Exhibit C - PII Certification 6. Exhibit F - Program Note Requirements 7. Any Disbursement Confirmation Certificate 8. Any Disbursement Request 9. Exhibit G - Grantee’s Underwriting Policies and Procedures 10. Exhibit H - County Locality Classifications Principal Representatives For the State: For Grantee: Alison George, Director Kim Bell Williams, Housing Director Division of Housing Eagle County Housing and Development Authority Department of Local Affairs 500 Broadway, PO Box 850 1313 Sherman Street, Room 320 Eagle, CO 81631 Denver, Colorado 80203 Email: kim.williams@eaglecounty.us Email: Alison.George@state.co.us Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 3 of 46 CMS# 195693 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 Housing and Development Corporation ______________________________________________ By: Matt Scherr, Chair of the Board of Directors Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor DEPARTMENT OF LOCAL AFFAIRS Maria De Cambra, Executive Director ______________________________________________ By: Maria De Cambra, Executive Director Date: _________________________ DIVISION OF HOUSING Agreement Reviewer By: Theresa Cassano, Director of Housing Finance and Sustainability 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 Beulah Messick, Delegate Effective Date:_____________________ Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 1/7/2025 | 11:18 AM MST 1/7/2025 | 12:47 PM MST 1/10/2025 | 6:08 PM MST 1/13/2025 | 8:57 PM MST AHRL Grant Agreement Page 4 of 46 CMS# 195693 TABLE OF CONTENTS COVER PAGE 1 SIGNATURE PAGE 2 1. PARTIES 4 2. TERM AND EFFECTIVE DATE 4 3. DEFINITIONS 5 4. EXHIBITS 8 5. PAYMENTS TO GRANTEE 8 6. REPORTING - NOTIFICATION 9 7. GRANTEE RECORDS 9 8. CONFIDENTIAL INFORMATION-STATE RECORDS 10 9. CONFLICTS OF INTEREST 12 10. INSURANCE 12 11. BREACH OF AGREEMENT 14 12. REMEDIES 15 13. DISPUTE RESOLUTION 17 14. NOTICES AND REPRESENTATIVES 17 15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 17 16. STATEWIDE CONTRACT MANAGEMENT SYSTEM 19 17. GENERAL PROVISIONS 19 18. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) .......................22 EXHIBIT A - APPLICABLE LAWS 25 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 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 Agreement (the “Initial Term”), unless sooner terminated or further extended in accordance with the terms of this Agreement. C. End of Term Extension Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 5 of 46 CMS# 195693 If this Agreement approaches the end of its Initial Term, the State, at its discretion, upon written notice to Grantee as provided in §14, may unilaterally extend such Initial Term for a period not to exceed two months (an “End of Term Extension”). The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. D. 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. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. “Accessory Dwelling Unit” or "ADU” is defined in §2 of Exhibit B to this Agreement. B. “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. C. "Borrower" means a recipient of a loan or Program Note from the Grantee comprised in whole or in part from Grant Funds. Examples of Borrowers may include, but are not limited to, affordable housing developers, providers, and property owners who facilitate the acquisition, construction, or renovation of affordable housing projects or land acquisition in the State of Colorado. D. “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 Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 6 of 46 CMS# 195693 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. 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 Page for this Agreement. H. “End of Term Extension” means the time period defined in §2.C. I. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. J. “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. K. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. L. “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. M. “Initial Term” means the time period defined in §2.B. N. “Party” means the State or Grantee, and “Parties” means both the State and Grantee. O. “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- Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 7 of 46 CMS# 195693 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. P. "Program" means the revolving loan program defined in Exhibit B, §7.1.1. Q. "Program Fund" means the separate account established by Grantee to receive principal due and paid by Borrowers on Program Notes as such fund is defined in Exhibit B, §7.1.1. R. "Project" means the improvements to be built or acquired with the Borrower’s Program Note as such project is defined in Exhibit B, §2.11. S. “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. T. “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 right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. U. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. V. “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. W. “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. X. “Subcontractor” means a third-party, if any, engaged by Grantee to aid in performance of the Work. “Subcontractor” also includes a sub-grantee of Grant Funds. Y. “Work” means the Goods required to be delivered and Services required to be performed pursuant to this Agreement. Z. “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. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 8 of 46 CMS# 195693 4. EXHIBITS Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibits A through H. 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 shown on the Cover Page of this Agreement. B. Payment Procedures i. Payment a. The State shall pay Grant Funds to the Grantee in accordance with §7 of Exhibit B. b. In addition to any other rights that the State has with respect to enforcement of this Agreement, the State may at its discretion, withhold its approval of any Disbursement Request (as provided in Exhibit B) submitted by Grantee pending the Grantee’s submission and the State’s approval of any report required pursuant to 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 Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 9 of 46 CMS# 195693 The funds that have been made available for payment by the State under this Agreement have been appropriated by the State on a continuous basis, available for incurring obligations beyond the term of the current State Fiscal Year. The State is otherwise prohibited by law from making commitments beyond the term of the current State Fiscal Year. 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 federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.D. 6. REPORTING - NOTIFICATION A. Reports See §6 of Exhibit B. Such reports shall be in accordance with the procedures developed and prescribed by the State. Reports shall be submitted to the State pursuant to §6 of Exhibit B. 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 the End of Term Extension is not 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 all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Grantee. The State may impose any penalties for noncompliance, 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, Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 10 of 46 CMS# 195693 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 (the “Grantee Records”). Grantee shall maintain such records for a period (the “Record Retention Period”) of three years following the date on which the principal balance of all outstanding Program Notes are paid in full or determined to be uncollectable. If any litigation, claim, or audit related to this Agreement 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. 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. 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 the Grantee Records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. 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 Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 11 of 46 CMS# 195693 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. The State may, in its sole discretion and at Grantee’s sole expense, require Grantee to engage the services of an independent, qualified, State-approved third party to conduct a security audit. Grantee shall provide the State with the results of such audit and evidence of Grantee’s planned remediation in response to any negative findings. 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, Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 12 of 46 CMS# 195693 including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage 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., Grantee, including, but not limited to, Grantee’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 Grantee is given direct access to any State databases containing PII, Grantee shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit C on an annual basis. Grantee’s duty and obligation to certify as set forth in Exhibit C shall continue as long as Grantee has direct access to any State databases containing PII. If Grantee uses any Subcontractors to perform services requiring direct access to State databases containing PII, Grantee 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. Grantee acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S. Grantee further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S., with regard to this Agreement. 10. INSURANCE Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 13 of 46 CMS# 195693 Grantee shall obtain and maintain insurance as specified in this section at all times 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. A. Workers’ Compensation 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 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 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 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 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 Crime insurance including employee dishonesty coverage with minimum limits as follows: i. $1,000,000 each occurrence; and ii. $1,000,000 general aggregate. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 14 of 46 CMS# 195693 G. Additional Insured 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. H. Primacy of Coverage Coverage required of Grantee shall be primary and noncontributory over any insurance or self- insurance program carried by the State. I. Cancellation 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 All commercial insurance policies secured or maintained by Grantee in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against 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. 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. No later than 15 days before the expiration date of Grantee’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 aggrieved Party may exercise any of the remedies as described in §12 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State; or if Grantee is debarred or suspended under §24-109-105, Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 15 of 46 CMS# 195693 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. 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, as applicable to this Agreement, 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. To the extent specified in any termination notice, Grantee shall assign to the State Grantee’s rights, title, and interest in and to any outstanding receivables, terminated orders, or subcontracts including, without limitation, Program Notes. For so long as funds remain in the Program Fund or there are outstanding Program Notes to be paid into the Program Fund after expiration of this Agreement, Grantee’s obligations under Exhibit B, §6.2.2. (Quarterly Reporting) shall survive termination and end upon the Maturity Date of the last outstanding Program Note, except to the extent specified by the State in any termination notice. 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.D. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 16 of 46 CMS# 195693 c. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Grantee, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: 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 Grant Funds 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 non-infringing Work or modify the Work so that it becomes non-infringing; or (iii) remove any infringing Work and refund the amount paid for such Work to the State. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 17 of 46 CMS# 195693 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 Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 18 of 46 CMS# 195693 To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Grantee hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Grantee cannot make any of the assignments required by this section, Grantee hereby grants to the State a perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. 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. To the extent that Work Product would fall under the definition of “works made for hire” under 17 U.S.C.S. §101, the Parties intend the Work Product to be a work 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. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 19 of 46 CMS# 195693 16. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the Agreement 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 contract management system (“Contract Management System” or “CMS”). Grantee’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 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. 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. 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 Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 20 of 46 CMS# 195693 This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. 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, including without limitation, Grantee’s obligations under Exhibit B, §6.2.2 (Quarterly Reporting, §10 (Insurance), §17.T (Indemnification) of the Agreement, and both Parties obligations under §14 of the Agreement (Notices and Representatives) shall survive the termination or expiration of this Agreement. N. Taxes Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 21 of 46 CMS# 195693 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 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. Accessibility i. Grantee shall comply, and shall cause its subgrantees and Subcontractors to comply, with and the Work Product provided under this Agreement shall be in compliance with all Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 22 of 46 CMS# 195693 applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the Governor’s Office of Information Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Grantee shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. ii. The State may require Grantee’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the State to attest to Grantee’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by 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. 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 Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 23 of 46 CMS# 195693 thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109, C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee’s services and Grantee shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S. [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) Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 24 of 46 CMS# 195693 unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Grantee in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 25 of 46 CMS# 195693 EXHIBIT A - APPLICABLE LAWS Laws, regulations, and authoritative guidance applicable to this Agreement include, without limitation: 1. Age Discrimination Act of 1975, 42 U.S.C. 6101, et seq. 2. Age Discrimination in Employment Act of 1967, 29 U.S.C. 621, et seq. 3. 24 CFR Part 92, HOME Investment Partnerships Program Final Rule. 4. Americans with Disabilities Act of 1990, 42 U.S.C. 12101, et seq. 5. Architectural Barriers Act of 1968, 42 U.S.C. 4151, et seq. 6. Equal Pay Act of 1963, 29 U.S.C. 206(d) 7. Immigration Reform and Control Act of 1986, Pub. L. No. 99-603, 100 Stat. 3359 8. Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, implementing regulations at 24 CFR Part 8 9. Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d, et seq. 10. Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e, et seq. 11. Title VIII of the Civil Rights Act of 1968, 42 U.S.C. 3601, et seq. (Fair Housing Act) 12. Title IX of the Education Amendments of 1972, 20 U.S.C. 1681, et seq. 13. §24-34-301, et seq., C.R.S. (Colorado Civil Rights) 14. Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. 1701u, implementing regulations at 24 CFR Part 135 15. Section 109 of Title I of the Housing and Community Development Act of 1974, 42 U.S.C. 5309, implementing regulations at 24 CFR Part 6 16. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U.S.C. 4601, et seq., implementing regulations at 49 CFR Part 24 17. Davis-Bacon Act, 40 U.S.C. 3141, et seq., implementing regulations at 29 CFR Parts 1, 3, 5, 6, and 7. 18. Contract Work Hours and Safety Standards Act, 40 U.S.C. 3701, et seq., implementing regulations at 29 CFR Part 5. 19. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (the “Uniform Guidance”), 2 CFR Part 200. 20. Colorado Local Government Audit Law, §29-1-601, et seq., C.R.S. 21. Colorado Housing Act of 1970, §24-32-701, et seq., C.R.S. 22. §24-75-601, et seq., C.R.S. (Funds – Legal Investments) 23. McKinney–Vento Homeless Assistance Act of 1987 (Pub. L. 100-77, July 22, 1987, 101 Stat. 482, 42 U.S.C. § 11301 et seq.). REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 26 of 46 CMS# 195693 EXHIBIT B STATEMENT OF WORK 1. GENERAL. 1.1 Background. The Colorado Department of Local Affairs (“DOLA”), Division of Housing (“DOH”), Office of Housing and Finance Sustainability has the opportunity to address the affordable housing crisis in Colorado, in part, by providing affordable housing lenders with capital resources to, in turn, provide flexible, low interest and below market rate loans that will support increases in new housing developments, the preservation and rehabilitation of existing housing stock, property conversions and non-traditional housing capacity in diverse geographic communities where the economic impact of COVID-19 has significantly affected the housing affordability and availability. The Grant Funds are intended to support the development of new affordable housing units and the purchase of existing affordable housing units, either rental housing or for-sale homes, including mixed-income developments, and the purchase of land or buildings for future development within a defined timeline. In addition, funding to maintain existing affordable housing through projects that incorporate permanent supportive housing is intended to compliment related legislative efforts and aims to support individuals experiencing homelessness, victims of domestic violence or sexual assault, and individuals living with disabilities. Grant Funds are being provided to Grantee to administer a revolving loan program to support the creation of new Accessory Dwelling Units (“ADU”) by providing existing property owners with low-interest, flexible and below-market financing for the construction of or conversion to an ADU on the owner’s property, where permitted, for lease to low and middle income individuals and families. 1.2 Fund. All Grant Funds shall be paid solely out of the Transformational Affordable Housing Revolving Loan Fund pursuant to §24-32-731(9)(a), C.R.S., or such other fund as the State or the State of Colorado General Assembly, in their sole discretion, may subsequently designate for the funding of this program. 1.3 Service Area. The performance of Services for this Agreement shall occur in Eagle County, Colorado. 1.4 Grantee’s Obligations. 1.4.1 Grantee shall provide the Revolving Loan Program as described in §7 of this Exhibit B, administer this Agreement, and provide required documentation to the State as specified herein. 1.4.2 Grantee’s rights and obligations under this Exhibit B may not be transferred or assigned without the prior, written consent of DOH. 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. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 27 of 46 CMS# 195693 1.5 Time of Performance. Grantee shall commence performance of its obligations on the Agreement Performance Beginning Date and complete its obligations on or before the Initial Agreement Expiration Date, subject to §17.M of this Agreement. Time of Performance may be extended in accordance with §2.C of this Agreement. 2. DEFINITIONS. The following definitions are in addition to definitions appearing in this Agreement and other Exhibits. 2.1 “Accessory Dwelling Units” or “ADU” means a dwelling unit, subordinate to the principal use of the property, which contains kitchen facilities (at a minimum a sink and stove or oven in a room or portion of a room devoted to the preparation of meals), bathroom (including toilet, sink and shower or bathtub), and living and sleeping area(s), separate from the principal use of the property with no dependence upon the principal use of the property for essentials. An ADU may be located within or attached to the structure containing the prinicipal use of the property or it may be detached from the structure.ADUs may be constructed with commercial areas or structures, subject to all applicable zoning and local regulations. 2.2 CHFA. “CHFA” means the Colorado Housing & Finance Authority, §29-4-704(1), C.R.S. 2.3 HUD. “HUD” means the United States Department of Housing and Urban Development. 2.4 "Eligible Beneficiaries. "Eligible Beneficiaries" means households whose annual income (as defined at 24 CFR 5.609) is less than or equal to the applicable income limit in effect at the time each such household initially occupies their unit. 2.5 “Eligible Property” means real property located within the jurisdictional boundaries of Eagle County eligible for the construction of or conversion to an ADU based on zoning and local regulations. 2.6 Other Funds. “Other Funds” means funding provided or to be provided by the Grantee or other federal, state, local, or private sources to supplement the Borrower’s financing of a Project. 2.7 “Owner” means an owner of Eligible Property within Eagle County, Colorado. 2.8 Program. "Program" means the the revolving loan program as defined in this Exhibit B at §7.1.1. 2.9 Program Fund. "Program Fund" means the separate account established by Grantee to receive principal due and paid by Borrowers on Program Notes as such fund is defined in this Exhibit B at §7.1.1. 2.10 “Program Note” means a loan made by Grantee to a Borrower using Grant Funds, Program Funds and Other Funds, where applicable. The Program Note shall be evidenced by a promissory note and secured by a deed of trust recorded against the property or other collateral acceptable to the State. 2.11 Project. “Project” shall mean the improvements to be built or acquired with the Borrower’s Program Note. 2.12 Project Sponsor. ”Project Sponsor” means nonprofit or for-profit entities, municipal agencies and redevelopment agencies, and joint ventures comprised of such entities that are primarily responsible for the Project. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 28 of 46 CMS# 195693 2.13 “Renter” means an Eligible Beneficiary who leases an ADU from the Owner as the household’s primary residence and resides at the ADU for at least 9 out of any 12 months. 3. DELIVERABLES 3.1 Outcome. Grantee shall deliver Project completion in accordance with §24-32-721, C.R.S. Grantee’s grant application, the Performance Measures set forth below, and the other terms and conditions of this Agreement. 3.2 Performance Measures. Grantee shall comply with the following Milestones and Target Dates: Milestone/Grantee shall: Target Date: Submit Annual Reporting Per §6.2.1 Submit Quarterly Reporting Per §6.2.2 4. KEY PERSONNEL. 4.1 Responsible Administrator. Grantee’s performance hereunder shall be under the direct supervision of the individuals identified below, employees or agents of Grantee, who are hereby designated as a key persons and the Responsible Administrators of this project: Kim Bell Williams, Housing Director Eagle County Housing and Development Authority 500 Broadway, PO Box 850 Eagle, CO 81631 Email: kim.williams@eaglecounty.us Daniel Murray, Housing Manager Eagle County Housing and Development Authority 500 Broadway, PO Box 850 Eagle, CO 81631 Email: daniel.murray@eaglecounty.us 4.2 Other Key Personnel. Bob Monahan, Broker Associate, bob.monahan@eaglecounty.us. 4.3 DOH Asset Manager. Baillie Tichy, Colorado Department of Local Affairs, Division of Housing, Asset Manager, baillie.tichy@state.co.us. 4.4 Replacement Personnel. If any Grantee Key Personnel cease to serve, Grantee shall immediately notify DOH of such event in writing. Replacement of Grantee Key Personnel shall be subject to DOH approval. Requests to replace Grantee Key Personnel shall be made in writing and shall include, without limitation, the name of the person, their qualifications, and the effective date of the proposed change. Notices sent pursuant to this subsection shall be sent in accordance with §14 of this Agreement, with a copy to the DOH Asset Manager. Anytime Grantee Key Personnel cease to serve, the State, at its sole discretion, may direct Grantee to suspend work on the Project until such time as the Grantee proposes a replacement and such replacement is approved by DOH. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 29 of 46 CMS# 195693 5. FUNDING. The amount of funding provided by the State is limited to the Agreement Maximum Amount shown on the Cover Page of this Agreement and is shown in the table in §5.2.1 as “Grant Funds”. The Grant Funds shall be used for activities shown in table in §5.2.3. 5.1 Other Funds. Grantee shall provide all Other Funds necessary to complete the Project. 5.2 Project Budget. 5.2.1 Sources. Source Amount Grant Funds $2,500,000.00 Total $2,500,000.00 5.2.2 Uses. Use Amount Loans to Borrowers for the construction of or conversion to ADUs under Grantee’s Aid for ADUs Loan Program $2,500,000.00 Total $2,500,000.00 5.2.3 Grant Funds. Costs eligible for payment with DOLA Grant Funds are limited the items and amounts listed in the table below. Eligible Use Amount Allowable Uses as stated in Exhibit F, Program Note Requirements. $2,500,000.00 Total $2,500,000.00 6. ADMINISTRATIVE REQUIREMENTS. Grantee shall administer Grant Funds in accordance with the requirements of this Agreement. 6.1 Accounting. Grantee shall maintain segregated accounts of Grant Funds and Other Funds associated with the Project and make those records available to the State upon request. All receipts and expenditures associated with the Project shall be documented in a detailed and specific manner as approved by DOLA, in accordance with the Project Budget in §5.2 above. 6.2 Reporting. In addition to all reporting required pursuant to the terms of the main body of this Agreement, Grantee shall submit to DOLA the reports listed below in a format acceptable to the State for so long as any portion of the Grantee’s Program Notes using Grant Funds remain unpaid. If such reports are not submitted in a timely manner, the State may withhold Grant Funds to Grantee as provided in §12 of the main body of this Agreement. 6.2.1 Annual Reporting. Grantee shall furnish to the State annual reports, each due on or before August 31st of each year, and a final annual report within thirty (30) days Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 30 of 46 CMS# 195693 following the Agreement Expiration Date. Each annual report shall include the following: 6.2.1.1 a copy of its audited financial statements; 6.2.1.2 a copy of its annual audit report; 6.2.1.3 a copy of its annual tax filing; 6.2.1.4 a report on the progress of all Projects and the status of its Program Notes to its Borrowers; 6.2.1.5 copies of any reports made available for public distribution with respect to the activities of the Grantee; and 6.2.1.6 such other information regarding the operations, activities and financial condition of the Grantee as the State may from time-to-time request. 6.2.2 Quarterly Reporting. Grantee shall furnish to the State quarterly reports, each due on or before November 15th (for the period covering the preceding July through September), February 15th (for the period covering the preceding October through December), May 15th (for the period covering the preceding January through March), and August 15th (for the period covering the preceding April through June). Each quarterly report shall utilize the State’s approved reporting form and must, at a minimum, provide an update on the use of Grant Funds and lending activities, quantitative and qualitative metrics related to the Grantee’s fund, fund performance, and other financial figures, as well as provide Project-specific updates. The Project-specific updates must contain details surrounding the distribution of Grant Funds, sources of matching funds, construction, and Project completion timelines, including missed and completed deadlines and any updated projected timelines. The quarterly reports will require that the Grantee certify that the statements made therein are true and accurate to the best of Grantee’s knowledge upon reasonable investigation and due diligence, do not omit material information or contain misstatements of a material fact of which Grantee has actual knowledge, and are not designed to mislead the State. 6.3 Monitoring. The State shall monitor this Agreement in accordance with §§7B and C of the Grant Agreement. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 31 of 46 CMS# 195693 7. PROJECT REQUIREMENTS. 7.1 Revolving Loan Program 7.1.1 Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties herein contained (and contained directly or by reference in those documents herein incorporated by reference), the State agrees to provide the Grantee with a draw or draws of Grant Funds up to the Agreement Maximum Amount provided on the Cover Page to this Agreement for the Grantee to administer a revolving loan program (“Program”). Pursuant to a Disbursement Request (as hereinafter provided), Grant Funds are available for disbursement by the State from the Effective Date through the Fund Expenditure End Date (the “Disbursement Period”), and the outstanding principal balance of all Grantee’s Program Notes shall be due and payable no later than the maturity dates provided in Exhibit F, the (Program Note Requirements) (the “Maturity Dates”). Principal due and paid on a Program Note from a Borrower shall be deposited into the Program Fund (defined below) in accordance with this Exhibit B. Principal payments made by Borrowers to the Grantee during the Disbursement Period shall be deposited by the Grantee into a separate account maintained by the Grantee (the “Program Fund”) and may revolve and be re-loaned through new Program Notes so long as the applicable disbursement is made within the Disbursement Period pursuant to a Disbursement Request (defined below). No other funds or amounts may be deposited into the Program Fund. 7.1.2 During the Disbursement Period and through the Maturity Dates, Grantee shall retain interest payments on Program Notes, loan origination fees made by Borrowers to the Grantee, and interest on deposits made into the Program Fund. 7.1.3 Prior to the Initial Agreement Expiration Date or any extension of the Initial Agreement Expiration Date (the “Agreement Expiration Date”), as the case may be, Grant Funds from the State and Program Funds may be drawn by the Grantee through the completion and submission to the State of a Disbursement Request in the form attached hereto as Exhibit D (each a “Disbursement Request”). If approved by the State, the Parties shall execute a Disbursement Confirmation Certificate in the form attached hereto as Exhibit E (each a “Disbursement Confirmation Certificate”) for the initial disbursement, and for each subsequent disbursement of Grant Funds and Program Funds. No disbursement of Grant Funds may occur after the Fund Expenditure End Date, and in order to qualify for a disbursement, Grantee must ensure that the Disbursement Request for such disbursement is properly submitted to the State on or before the Fund Expenditure End Date. 7.1.4 Upon the Fund Expenditure End Date, the Program Fund may be used by the Grantee for any purpose consistent with its affordable housing mission, provided that the Grantee Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 32 of 46 CMS# 195693 shall continue to report on the use of Program Funds pursuant to Section §6.2.2 of this Exhibit B for so long as the Grantee has outstanding Program Notes. 7.1.5 Grantee shall furnish to the State in connection with any disbursement of Grant Funds or Program Funds: 7.1.5.1 Prior to a disbursement: 7.1.5.1.1 copies of draft or final loan documentation with the Borrower; 7.1.5.1.2 a certificate describing how the Project complies with all applicable Program Note Requirements of Exhibit F; 7.1.5.1.3 copies of the Grantee’s loan approvals; 7.1.5.1.4 proof of Borrower’s ownership of the Eligible Property; and. 7.1.5.1.5 a Property Condition Assessment for the Project. 7.1.5.2 Within five (5) Business Days of the applicable disbursement, copies of the fully executed loan documentation with the Borrower. 7.1.6 The Grantee’s use of the Grant Funds and Program Funds shall be in accordance with this Agreement including, without limitation, those terms contained in the Program Note Requirements, attached hereto as Exhibit F. The purpose of the Grant Funds and Program Funds is to allow the Grantee to make loans to Borrowers. The Grant Funds and the Program Funds shall not be used to pay for employee salaries, shareholder or member payments or dividends, administrative expenses, overhead expenses of Grantee, or consulting fees or costs. 7.1.7 Grantee may use Grant Funds and Program Funds to issue Program Notes to a Borrower who is an affiliate of Grantee, subject to the terms of this Agreement, provided that no more than fifty percent (50%) of the Agreement Maximum Amount is used for Grantee’s affiliates. For the purpose of this section, an “affiliate” shall be defined as an entity which controls, is controlled by, or is under common control with the Grantee. 7.1.8 Grantee agrees to monitor, audit, and conduct oversight over its Borrowers and evaluate the financial, legal, and social viability of all Projects for which Program Notes are utilized by the Grantee. Grantee will remain solely responsible for pursuing any remedies, defaults, collections, and conducting oversight and monitoring of its Program Notes. In the event of a Breach of Agreement by Grantee, the State, at its discretion, may require the Grantee to assign its interest in a Program Note to the State in order for the State to pursue any remedy, default or collections action against a Borrower. In the event of such assignment, the Grantee will be required to reimburse the State for its legal and court costs, including collection costs. 7.1.9 Grantee shall originate, underwrite, disburse, administer and service its Program Notes. The Grantee shall not rely upon the expertise, judgment, analysis, or legal, financial or other advice of the State concerning any Program Note, Borrower, or Project. 7.1.10 The State is not obligated to perform any due diligence, investigation, or analysis on the Projects or Grantee’s Borrowers. The State does not and shall not be required to evaluate Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 33 of 46 CMS# 195693 Grantee’s reporting, make determinations of risk, or accept risk associated with any given Program Note, Borrower, or Project. 7.1.11 In the event that the Grantee uses its own funds to make a disbursement to a Borrower pursuant to a Program Note, Grantee may reimburse itself using Grant Funds and Program Funds in an amount equal to the funds advanced to the Borrower; provided, that, the Program Note must have been approved by the State and executed after the Effective Date of this Agreement. 7.2 Annual Administrative Fee 7.2.1 Annual Administrative Fee. Grantee shall pay to the State an annual administrative fee in the amount of one-half of one percent (0.50%) of the Agreement Maximum Amount provided on the Cover Page of this Agreement or $12,500.00 (the “Annual Administrative Fee”), regardless of the amount of Grant Funds that have been disbursed to the Grantee. The initial Annual Administrative Fee shall be due on June 1, 2025 and each June 1st thereafter until the Fund Expenditure End Date. 7.2.2 Interest. Amounts not paid by the Grantee within thirty (30) days of their due date as stated in §7.2.1 shall bear interest on the unpaid balance beginning on the 31st day at the rate of one percent (1%) per month. 7.2.3 Payment of Administrative Fee. Without demand from the State, the Annual Administrative Fee and all other payments due to the State shall be paid and remitted to the following address unless changed in accordance with §14 of this Agreement: State of Colorado Department of Local Affairs – Division of Housing 1313 Sherman Street, Room 320 Denver, CO 80203 Attn: Loan Servicing 7.3 Program Note Requirements 7.3.1 The Grantee’s Program Note requirements are provided in Exhibit F (Program Note Requirements) to this Agreement. 7.3.2 In its review and decision-making of potential loans for Program Notes to its Borrowers, Grantee shall apply the underwriting policies and procedures attached hereto as Exhibit G (Grantee’s Underwriting Policies and Procedures). In the event Grantee’s Underwriting Policies and Procedures conflict with Exhibit F, Exhibit F shall take precedence. 7.3.3 As of the Effective Date of this Agreement, Grantee shall have received prior written approval from the State of Exhibit G, the Grantee’s Underwriting Policies and Procedures. If Grantee modifies or changes its Underwriting Policies and Procedures, Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 34 of 46 CMS# 195693 Grantee shall submit such changed document to the State for approval prior to the effective date of such policies. 7.3.4 The Program Note shall be secured by a deed of trust recorded against the property or other collateral acceptable to the State. The deed of trust or other collateral shall contain a requirement that the ADU be leased to and occupied by Eligible Beneficiaries at all times during the term of the Program Note and that certification of the Renter’s status shall occur on an annual basis 8. INSURANCE REQUIREMENTS. 8.1 Grantee shall ensure that each Borrower shall obtain and maintain, insurance as specified in this section at all times 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. 8.1.1 Property Insurance. If Grant Funds are provided for the acquisition, construction, or rehabilitation of real property, insurance on the buildings and other improvements now existing or hereafter erected on the premises and on the fixtures and personal property included in the subject property against loss by fire, other hazards covered by the so called “all risk” form of policy and such other perils as State shall from time to time require with respect to properties of the nature and in the geographical area of the subject properties, and to be in an amount at least equal to the replacement cost value of the subject property. Grantee will at its sole cost and expense, from time to time and at any time, at the request of State provide State with evidence satisfactory to State of the replacement cost of the subject property. 8.1.2 Builder's Risk Insurance. Where applicable, Borrower shall purchase and maintain property insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount of the initial construction/rehabilitation costs, plus the value of subsequent modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made or until no person or entity other than the property owner has an insurable interest in the property. i. The insurance shall include interests of the property owner and the Borrower where applicable in the Project as named insureds. ii. All associated deductibles shall be the responsibility of the Borrower. Such policy may have a deductible clause but not to exceed $10,000. iii. Property insurance shall be on an “all risk” or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 35 of 46 CMS# 195693 shall cover reasonable compensation for Borrower’s services and expenses required as a result of such insured loss. iv. Builders Risk coverage shall include partial use by the Borrower and/or property owner. v. The amount of such insurance shall be increased to include the cost of any additional work to be done on the Project, or materials or equipment to be incorporated in the Project, under other independent contracts let or to be let. 8.2 Primacy of Coverage. Coverage required of Borrower shall be primary and noncontributory over any insurance or self-insurance program carried by the State. 8.3 Cancellation. All 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 Borrower and Grantee shall forward such notice to the State in accordance with §14 within seven days of Grantee’s receipt of such notice. 8.4 Subrogation Waiver. All insurance policies secured or maintained by Borrower in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. 8.5 Public Entities. If Borrower is a “public entity” within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the “GIA”), Borrower 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. 8.6 Certificates. For each insurance plan provided by Borrower under this Agreement, Borrower shall provide to the State certificates evidencing Borrower’s insurance coverage required in this Agreement within seven Business Days following the Effective Date of the Program Note. No later than 15 days before the expiration date of Borrower’s coverage, Borrower 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, Borrower 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. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 36 of 46 CMS# 195693 EXHIBIT C 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: ___________ Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 Matt Scherr Eagle County 1/7/2025 | 11:18 AM MST Chair, board of county commissioners Matt Scherr AHRL Grant Agreement Page 37 of 46 CMS# 195693 EXHIBIT D Form of Disbursement Request [TO BE PLACED ON GRANTEE LETTERHEAD] Via Email Only Colorado Department of Local Affairs Division of Housing 1313 Sherman Street, #320 Denver, Colorado 80203 Attention: [______________________] Email: [_________________________] Re: Disbursement Request Dear [___________________]: This Disbursement Request is made pursuant to that certain Performance Grant Agreement (the “Grant Agreement”) having an Effective Date of [________________, 20____], between the State of Colorado, acting by and through the Department of Local Affairs, Division of Housing (“State”), and ______________________, a Colorado [ non-profit / for-profit ] corporation (“Grantee”). The following information is being provided in support of the Disbursement Request: Project name and address and brief description of project (the “Project”): __________________________________________________________________________ 1. Grantee has previously provided copies of those documents required by §7.1.5 of Exhibit B to the Grant Agreement. Alternatively, those documents are attached to this Request. 2. Program Note loan amount: $________________ 3. Name and address of the Borrower: _________________ 4. Disbursement amount requested: $________________ 5. The disbursement amount requested represents the following percentage of the Project’s aggregate purchase price: ___________________ (the “Project Percentage”). 6. Requested disbursement date: ________________ (minimum of 10 business days from the date of this Disbursement Request) 7. Grantee’s EFT/banking information is on file with the State. Any changes to that information will require a new EFT form to be provided to the State’s Asset Manager. 8. There is no action, suit, investigation or proceeding pending or, to the knowledge of Grantee, threatened, by or before any court or governmental or administrative body or agency which may reasonably be expected to result in a material adverse change in Grantee’s activities, operations, assets or properties, or in Grantee’s tax-exempt or non-profit foundation status, or which would impair the ability of Grantee to perform its obligations under the Grant Agreement or prevent Grantee’s use of the Grant Funds. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 38 of 46 CMS# 195693 9. Attached to this Request is proof of Borrower's compliance with the insurance requirements of §8 of Exhibit B to the Grant Agreement. In addition, Grantee warrants as follows: 1. Grantee is in compliance with all terms and conditions contained in the Grant Agreement, is not in default of any provision, and the disbursement hereunder will not cause Grantee to be in default of any term or condition. 2. No consent, license, approval, authorization, exemption, franchise, permit, or order of, notice to, or declaration of or filing with, any third party, including, without limitation, any government entity is required for valid execution and delivery of this Disbursement Request or the use by Grantee of the Grant Funds hereto as contemplated in the Grant Agreement. 3. Grantee is not currently subject to any creditor enforcement actions and has not declared or commenced any process for purposes of declaring bankruptcy, insolvency, winding up of its business, or other corporate action. 4. To the best of Grantee’s knowledge, the representations and warranties of Grantee contained in the Grant Agreement remain true and correct as of the date hereof. Please let us know if you have any questions related to this Disbursement Request. Sincerely, BY:_____________________________________ ________________, President DATE: __________________________________ Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 39 of 46 CMS# 195693 EXHIBIT E Form of Disbursement Confirmation Certificate [To be prepared by the State] DISBURSEMENT CONFIRMATION CERTIFICATE As of this [__] day of [________, 20__] (the “Disbursement Date”), this Disbursement Confirmation Certificate is executed by the State of Colorado, acting by and through the Department of Local Affairs, Division of Housing (“State”), and _________________, a Colorado [ non-profit / for-profit ] corporation (“Grantee”) pursuant to the terms of that certain Performance Grant Agreement having an Effective Date of [__________, 20___], by and between State and Grantee (the “Grant Agreement”). Per Section 7.1.3 of Exhibit B to the Grant Agreement, the Parties hereby agree as follows: • The amount of the Disbursement on this Disbursement Date is: __________________ (the “Disbursement”). • The Disbursement will be used by the Grantee or its Borrower towards the purchase of, or to partially reimburse Grantee or its Borrower for the purchase of, that certain real property commonly known as __________________________ (the “Project”). The name and address of the Borrower are as follows: _____________________ • The Disbursement represents the following percentage of the Project’s aggregate total development cost : ___________________ (the “Project Percentage”). • Following the Disbursement and as of the Disbursement Date, the total disbursements of Grant Funds to the Grantee under the Grant Agreement are _____________________ and the aggregate principal amount available for future disbursements is ______________________. • The additional terms and conditions that govern this Disbursement Confirmation Certificate, if any, are as follows: [Potential Additional Terms and Conditions] Except as expressly provided herein, this Disbursement Confirmation Certificate shall not in any way, affect, modify, impair or change any of the rights and/or obligations of the Parties under the Grant Agreement, and is instead intended by the Parties as a way to memorialize in writing the matters set forth above and, applicable, supplement the terms contained in the Grant Agreement. The execution of this certificate does not alter the priority of this certificate relative to the other exhibits of the Grant Agreement. GRANTEE ___________________________ A Colorado [non-profit / for-profit ] corporation By: Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 40 of 46 CMS# 195693 _____________________, President STATE The State of Colorado, acting by and through the Department of Local Affairs, Division of Housing By: ___________________________ Name: _________________________ Title: __________________________ Date: __________________________ Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 41 of 46 CMS# 195693 EXHIBIT F PROGRAM NOTE REQUIREMENTS Max Note Loan Amount: $150,000.00 LTV/CLTV or LTC/CLTC: Up to 95% Note Interest Rate: Not to exceed (NTE) 3.00% Note Origination Fee: Not to exceed (NTE) 1.50% Maturity Dates: Program Note maturities to Borrower NTE one hundred eighty (180) months from the effective date of the Program Note. Security: Program Note secured by deed of trust recorded against the property, or other collateral acceptable to the the State, for a term of 15 years, which identifies the ADU, contains a requirement that the ADU be leased to and occupied by Eligible Beneficiares at all times during the term of the Program Note, and requires that certification of the Renter’s status shall occur annully. Eligible Borrower: Owner of Eligible Property. Eligible Property: Real property within the jurisdictional boundaries of Eagle County, Colorado, on which the Owner has agreed to constuct or convert to an ADU within or attached to existing structures containing the principal use of the property, or detached from that structure, that is on a permanent foundation and taxed as real property. Borrowers (and their principals) must be in good standing with all relevant jurisdictions and must be current on all taxes. Borrowers (and their principals) must be in good standing with all lenders, any applicable state and federal agencies, and any other current lenders/funders, including the United States Department of Housing and Urban Development (HUD) /Federal Housing Authority (FHA) when applicable to permanent financing. Borrowers (and their principals) must have no material defaults on mortgage financing, including federal and state debt, within the past 7 years. Rental Terms and Residency: ADUs must be leased to individuals and families that make Eagle County their permanent residence. No short term rentals are permitted. Owners shall not advertise any part of their ADU as available for short term lease on an open, public forum such as Airbnb, VRBO, Homeaway or equivalent. Eligible Beneficiaries must use the ADU as their primary residence and reside at the ADU for at least 9 out of any 12 months. AMIs: NTE 100% Area Median Income (“AMI”) for rentals. In Rural Resort areas: NTE 140% Area Median Income (“AMI”) for rentals and 160% AMI for home ownership. Rural Resort areas are identified in Exhibit H. The State, in its sole discretion, may change or re-classify the county location classifications set forth in Exhibit H without a formal amendment to the Agreement, by the delivery of notice, submitted in accordance with §14 (Notices and Representatives) of the Agreement with a minimum of thirty (30) days prior written notice to the Grantee. Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 42 of 46 CMS# 195693 In all other areas: NTE 120% AMI for rentals and 120% for home-ownership. Area Median Income is the midpoint of a region’s income distribution: half of families in a region earn more than the median and half earn less than the median. The AMI applicable to this Agreement shall be determined by HUD and CHFA. See “Affordability” paragraph below. Long Term Affordability: Each Program Note must ensure long term Affordability of at least 15 years through a recorded use covenant or default rate/penalty in the Program Note. Alternative methods of ensuring long-term Affordability may be proposed by the Grantee, and at the State’s sole and absolute discretion, be reviewed by the State as to suitability. Any such alternative methods must be approved by State in writing. “Affordability” shall mean that a property is affordable to and occupied by Eligible Beneficiaries. “Eligible Beneficiaries” means households whose annual income (as defined at 24 CFR 5.609) is less than or equal to the applicable income limit in effect at the time such individual or familyinitially occupies their unit. Income limits are defined by the HUD, and are published annually on the website of the Colorado Housing and Finance Authority (CHFA), or if no longer published by CHFA, an equivalent index shall be designated by the State. Rent limits for affordable rental properties shall be the lesser of the fair market rent for existing housing for comparable units in the area, as established by HUD under 24 CFR 888.111, and a rent that does not exceed 30 percent of the adjusted income of an individual or a family whose annual income equals the corresponding percentage of the AMI, as determined by HUD, with adjustments for number of bedrooms in the unit (“AMI Rent Limits”). AMI Rent Limits are published annually on the website of CHFA, or if no longer published by CHFA, an equivalent index shall be designated by the State. Project Type: Construction or conversion of living space for ADU to be rented to Eligible Beneficiaries earning no more than 100% of area median income (“AMI"). Allowable Uses: Infrastructure, pre-development, fees and permits, conversion of existing space and new construction of ADUs. Borrow shall ensure that rents charged for occupency of the ADUS remain afforable to low and medium income individuals and families. In the event that prior to the executed Effective Date of the Agreement, Grantee made a short term loan no greater than 24-months to a Borrower using non- Program Funds, Grantee may refinance that existing Project debt using Program Funds, provided, however, that the purpose of the short term loan was an allowable use in accordance with this Exhibit F, and the new Program Note is approved by the State and executed after the Effective Date of the Agreement. Property Location: All properties must be located in Eagle County, Colorado,. Required Underwriting Docs: Property Condition Assessment, proof of approval from Homeowners Association(s), Design Review Board, and municipality or Eagle County, as applicable, and copy of building permit or building permit application and associated plans and cost estimates. eEXHIBIT G Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 43 of 46 CMS# 195693 Grantee’s Underwriting Policies and Procedures [Eagle County Affordable Housing Guidelines and Administrative Procedures] [To be attached] Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 44 of 46 CMS# 195693 EXHIBIT H County Locality Classifications County Subdivision Type Classification Classification Date Adams County County Urban 9/1/2022 Alamosa County County Rural 9/1/2022 Arapahoe County County Urban 9/1/2022 Archuleta County County Rural Resort 9/1/2022 Baca County County Rural 9/1/2022 Bent County County Rural 9/1/2022 Boulder County County Urban 9/1/2022 Broomfield County County Urban 9/1/2022 Chaffee County County Rural Resort 9/1/2022 Cheyenne County County Rural 9/1/2022 Clear Creek County County Rural 9/1/2022 Conejos County County Rural 9/1/2022 Costilla County County Rural 9/1/2022 Crowley County County Rural 9/1/2022 Custer County County Rural 9/1/2022 Delta County County Rural 9/1/2022 Denver County County Urban 9/1/2022 Dolores County County Rural 9/1/2022 Douglas County County Urban 9/1/2022 Eagle County County Rural Resort 9/1/2022 Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 45 of 46 CMS# 195693 County Locality Classifications County Subdivision Type Classification Classification Date El Paso County County Urban 9/1/2022 Elbert County County Rural 9/1/2022 Fremont County County Rural 9/1/2022 Garfield County County Rural 9/1/2022 Gilpin County County Rural 9/1/2022 Grand County County Rural Resort 9/1/2022 Gunnison County County Rural Resort 9/1/2022 Hinsdale County County Rural 9/1/2022 Huerfano County County Rural 9/1/2022 Jackson County County Rural 9/1/2022 Jefferson County County Urban 9/1/2022 Kiowa County County Rural 9/1/2022 Kit Carson County County Rural 9/1/2022 La Plata County County Rural Resort 9/1/2022 Lake County County Rural 9/1/2022 Larimer County County Urban 9/1/2022 Las Animas County County Rural 9/1/2022 Lincoln County County Rural 9/1/2022 Logan County County Rural 9/1/2022 Mesa County County Urban 9/1/2022 Mineral County County Rural 9/1/2022 Moffat County County Rural 9/1/2022 Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2 AHRL Grant Agreement Page 46 of 46 CMS# 195693 County Locality Classifications County Subdivision Type Classification Classification Date Montezuma County County Rural 9/1/2022 Montrose County County Rural 9/1/2022 Morgan County County Rural 9/1/2022 Otero County County Rural 9/1/2022 Ouray County County Rural Resort 9/1/2022 Park County County Rural 9/1/2022 Phillips County County Rural 9/1/2022 Pitkin County County Rural Resort 9/1/2022 Prowers County County Rural 9/1/2022 Pueblo County County Urban 9/1/2022 Rio Blanco County County Rural 9/1/2022 Rio Grande County County Rural 9/1/2022 Routt County County Rural Resort 9/1/2022 Saguache County County Rural 9/1/2022 San Juan County County Rural Resort 9/1/2022 San Miguel County County Rural Resort 9/1/2022 Sedgwick County County Rural 9/1/2022 Summit County County Rural Resort 9/1/2022 Teller County County Urban 9/1/2022 Washington County County Rural 9/1/2022 Weld County County Urban 9/1/2022 Yuma County County Rural 9/1/2022 Docusign Envelope ID: 958A0955-B624-4F8C-A11A-A03912304CD2