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HomeMy WebLinkAboutC25-183 MOA_Northwest Loan Fund1 MEMORANDUM OF AGREEMENT BETWEEN EAGLE COUNTY BOARD OF COUNTY COMMISSIONERS, AND NORTHWEST LOAN FUND THIS AGREEMENT made and entered into this 11th day of March, 2025, by and between the BOARD OF COUNTY COMMISSIONERS of Eagle County, and the Northwest Loan Fund, concerning the operation and administration of the Region 12 CDBG Economic Development Program and the receipt of the U.S. Department of Housing and Urban Development Community Development Block Grant (HUD-CDBG) funds from the State of Colorado, for implementation of this program, who do hereby state and agrees as follows: WITNESSETH: WHEREAS, Eagle County, (hereinafter referred to as the County) is the Sub-Recipient (grantee) for the HUD CDBG program known as the CDBG Economic Development Program (CDBG ED Program) with the State of Colorado through the Department of Local Affairs (DOLA) under contract for CDBG ED project No. CDBG 20-630, bearing an effective date of 3/18/2020; in the amount of $Initial Award $580,000.00; amended to $5,159,898.00 and WHEREAS, Northwest Loan Fund, the sub-grantee (hereinafter referred to as Business Loan fund (BLF)) is a formally recognized organization under the laws of the State of Colorado and is currently carrying on economic development functions within the following counties; Eagle, Garfield, Grand, Jackson, Moffat, Pitkin, Rio Blanco, Routt and Summit. WHEREAS, it is appropriate and desirable to have the BLF administer and implement the above mentioned CDBG ED Program; and WHEREAS, it is desirable to descript in greater detail and further specify the relationships and operational procedures and obligations between the County and the BLF, concerning the operation of the CDBG ED Program. NOW, THEREFORE BE IT RESOLVED, in accordance with the above recitals, the County and the BLF do hereby adopt this Memorandum of Agreement to act as a written policy in defining the relationship for the administration and implementation of the CDBG ED Program. By fulfilling the obligations imposed by the receipt of HUD-CDBG funds, as evidenced by the signatures of the Board of County Commissioner’s Chairperson and the Chairperson of the BLF Board of Directors at the end of this document. 1. Grant Compliance – The BLF shall assume compliance with all the conditions of the CDBG ED Contract for project 20-630, as found in Exhibit A, including the State of Project, which is attached as part of said contract. The BLF shall also comply with all the laws, rules and regulation governing CDBG ED and federal grants in general that may be applicable under this state contract. The BLF agrees to subject their accounting records to a financial audit performed by an independent certified public accountant in accordance with the requirements of the Single Audit Act and applicable regulations. The BLF shall transmit the results of their audit to the County within 60 days of receipt, along with any auditor recommendations or management comments. The County reserves the right to suspend sub-grantee payments if audit reports are not submitted in a timely manner. The County also reserves the right to suspend sub-grantee Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D 2 payments in the event the audit report discloses serious financial or internal control issues, until those issues have been addressed to the satisfaction of both parties. 2. BLF Administration and Implementation – BLF does hereby agree to become the sub-grantee for the mentioned Grant. As sub-grantee, the BLF assumes all responsibility as allowed under the laws, rules and regulations governing HUD-CDBG programs or federal grants in general. The BLF shall administer the program in accordance with the CDBG ED federal requirements and the BLF loan policies and procedures. The BLF as sub-grantee agrees to provide all the necessary services to meet the requirements of the state grant contract including the provision of counseling and other assistance to for-profit businesses. BLF Loan Policy is Exhibit B. 3. Support Service and Contributions – The County hereby agrees to provide the following services to the BLF for this program: a. Provide for the accounting of all grant funds and conduct an audit of this grant in conjunction with other County funds in accordance with single audit concepts and other grant requirements. In the event that the County incurs extra audit or legal costs associated with the review and/or audit of the funds received under this grant, The County reserves the right to request reimbursement from the BLF for such incremental costs. 4. Miscellaneous (Program) Income – The BLF shall retain all forms of miscellaneous or program income received directly from the CDBG assisted activities. In the event of the dissolution of the BLF, the procedures outlined in the Northwest Loan Fund Bylaws Article XI attached as Exhibit C. 5. Conflicts of Interest – The BLF shall insure that no member of its Board or the governing body of the County, or any other officer, employee or agent of the County who exercises any functions or responsibilities in connection with the planning and carrying out of the project shall have any personal financial interest, direct or indirect, in this contract, except that the BLF employees assigned to the project shall receive compensation for their performance. 6. Miscellaneous – a. The BLF shall develop all necessary security agreements to enforce their loan security as necessary, including repossession and foreclosing on real or personal property. b. The BLF shall submit request for payment of sub-grantee funds and copy Eagle County on the Request for Reimbursement. Upon receipt of funds from DOLA, Eagle County will deposit to the BLF Operating Account. c. The BLF shall have sole responsibility for monitoring the performance of its personnel hired with funds from this CDBG ED Program. d. The BLF shall establish its own personnel, organizational and program policies provided they are in compliance with the requirements of the CDBG ED Program and all applicable federal, state and local laws. 7. Termination Clause – This agreement may be terminated with or without cause by either party upon thirty (30) days written notice. 8. Environmental Review – The BLF agrees to prepare the preliminary environmental review for the CDBG ED program as a whole as well as individual environmental reviews for specific business loans. The BLF shall also prepare the necessary public notices known as the Finding of Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D 3 No Significant Impact (FONSI), Notice of Intent to Request Release of Funds (NOI/RROF) and the actual Request for Release of Funds (RROF). These and other communications regarding the environmental review of the projects(s) shall be included in the Environmental Review Record. The signatory as the Certifying Official for environmental reviews shall be a County Commissioner. 9. Reports and Signatures – The BLF shall prepare the quarterly progress reports within 30 days following the end of the quarter under this grant and present copies to the County. The Director shall be authorized to sign the statement of necessity, Request for Advance or Reimbursement, and the Financial Status Report. 10. Program Records and Access – The BLF shall maintain all public records for the CDBG ED Program at the corporate offices and provide public access to these records during normal business hours. Personal financial records and other confidential information concerning individual borrowers under the program shall be held confidential information concerning individual borrowers under the program shall be held confidential and with limited access as identified in the loan policy statement. Actual loan documents, including the amount and terms of the loan and other contracts with the individual borrower shall be made available upon request. The County shall have unlimited access to all records pertaining to this program. 11. Indemnification – The BLF shall indemnify, save, hold harmless, and defend the County and all its officials and employees from any and all liability, claims, demands, actions, and attorney fees arising out of, claimed on account of, or in any manner predicted upon loss or damage to the property of, injuries to, or death of all persons whatsoever or which may occur or be sustained in connection with performance or non-performance of this contract. 12. Effective Date – The Effective Date of this Agreement shall be the date of the last party to sign. 13. Entire Agreement – This agreement embodies the entire agreement about its subject matter among the parties and supersedes all prior agreements and understandings, if any, and may be amended or supplemented only by an instrument in writing executed by all parties to this Agreement. 14. No Third-Party Beneficiaries – The parties to this Agreement do not intend to benefit any person not a party to this Agreement. No person or entity, other than the parties to this Agreement, shall have any right, legal or equitable, to enforce any provision of this Agreement. 15. Signatory Authority – Each person signing this Agreement in a representative capacity, expressly represents the signatory has the subject party’s authority to sign and that the subject party will be bound by the signatory’s execution of this Agreement. Each party expressly represents that except as to the approval specifically required by this Agreement, such party does not require any third party’s consent to enter into this Agreement. 16. Counterparts – This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one original agreement. 17. Severability - If any term or provision of this Agreement shall be adjudicated to be invalid, illegal or unenforceable, this Agreement shall be deeded amended to delete therefrom the term or Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D 4 provision thus adjudicated to be invalid, illegal or unenforceable and the validity of the other terms and provision of this Agreement shall not be affected thereby. 18. Notices – Except as otherwise provided in the Agreement, all notices or other communications by the BLF or any party hereto, and Board member or officers shall be in writing; shall be sufficiently given and shall be deemed given when received. 19. Board Adoption – Subject only to the express limitations set forth herein, this Agreement shall be liberally construed to permit the BLF and the County to make good faith efforts to further the economic development of the region covered by the CDBG ED Program. (Continued on Next Page) Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D 5 IN WITNESS WHERE OF, the Parties hereto have executed this Agreement the day and and year first above written. AGREED: BOARD OF COUNTY COMMISSIONERS APPROVAL BUSINESS LOAN FUND APPROVAL Eagle County, COLORADO Northwest Loan Fund ______________________________ ______________________________ Jeanne McQueeney, Chair Anita Cameron, Director NOTE: Memorandum of Agreement must be completed and sent to DOLA representative for final approval prior to the disbursement of Grant Funds. DOLA representative may contact you for further information and clarification. THE FOLLOWING TO BE COMPLETED BY DOLA REPRESENTATIVE ONLY DOLA Representative Approval: The signature below indicates that the agreement between the County and the BLF has been reviewed and that the agreement clearly delineates contractual responsibilities between the County (Grantee) and the BLF (Sub-grantee). ______________________________ ______________________________ Insert Name and Title Date Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D 6 EXHIBIT A – CDBG ECONOMIC DEVELOPMENT CONTRACT CDBG 20-630 Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D SUMMARY OF GRANT AWARD TERMS AND CONDITIONS State Agency Department of Local Affairs Encumbrance Number F20CDBG20630 CMS Number 154797 Grantee Eagle County Grant Award Amount $580,000.00 Retainage Amount $0.00 Project Number and Name CDBG 20-630 – Eagle County BLF Performance Start Date The later of the Effective Date or April 1, 2020 Grant Expiration Date March 31, 2022 Project Description The Project is to provide Community Development Block Grant Funds for the purpose of Recapitalization of an existing Business Loan Fund for job creation, retention or expansion. Program Name Community Development Block Grant Program (CDBG) Funding Source FEDERAL FUNDS Catalog of Federal Domestic Assistance (CFDA) Number 14.228 DOLA Program Manager Jodi Adkins, Acting CDBG Business Manager (303) 864-7745, Jodi.adkins@state.co.us Funding Account Codes VCUST# 14253 Address Code CN001 WARR THE SIGNATORIES LISTED BELOW AUTHORIZE THIS GRANT DEPARTMENT OF LOCAL AFFAIRS PROGRAM REVIEWER _______________________________________________ By: Tamra Norton, Director of Financial Assistance Date: __________________________________ STATE OF COLORADO Jared S. Polis, Governor DEPARTMENT OF LOCAL AFFAIRS Rick M. Garcia, Executive Director ______________________________________________ By: Rick M. Garcia, Executive Director Date: _________________________ In accordance with §24-30-202 C.R.S., this Grant is not valid until signed and dated below by the State Controller or an authorized delegate (the “Effective Date”). STATE CONTROLLER Robert Jaros, CPA, MBA, JD ___________________________________________ By: Yingtse Cha, Controller Delegate Department of Local Affairs Effective Date:_____________________                          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 2 of 10 Version 0717 TERMS AND CONDITIONS 1. GRANT As of the Performance Start Date, the State Agency shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter (the “State”) hereby obligates and awards to Grantee shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter (the “Grantee”) an award of Grant Funds in the amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. By accepting the Grant Funds provided under this Grant Award Letter, Grantee agrees to comply with the terms and conditions of this Grant Award Letter and requirements and provisions of all Exhibits to this Grant Award Letter. 2. TERM A. Initial Grant Term and Extension The Parties’ respective performances under this Grant Award Letter shall commence on the Performance Start Date and shall terminate on the Grant Expiration Date unless sooner terminated or further extended in accordance with the terms of this Grant Award Letter. Upon request of Grantee, the State may, in its sole discretion, extend the term of this Grant Award Letter by providing Grantee with an updated Grant Award Letter or an executed Option Letter showing the new Grant Expiration Date. B. Early Termination in the Public Interest The State is entering into this Grant Award Letter to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Grant Award Letter ceases to further the public interest of the State or if State, Federal or other funds used for this Grant Award Letter are not appropriated, or otherwise become unavailable to fund this Grant Award Letter, the State, in its discretion, may terminate this Grant Award Letter in whole or in part by providing written notice to Grantee. If the State terminates this Grant Award Letter in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Grant Award Letter that corresponds to the percentage of Work satisfactorily completed, as determined by the State, less payments previously made. Additionally, the State, in its discretion, may reimburse Grantee for a portion of actual, out-of-pocket expenses not otherwise reimbursed under this Grant Award Letter that are incurred by Grantee and are directly attributable to the uncompleted portion of Grantee’s obligations, provided that the sum of any and all reimbursements shall not exceed the maximum amount payable to Grantee hereunder. This subsection shall not apply to a termination of this Grant Award Letter by the State for breach by Grantee. C. Reserved. 3. AUTHORITY Authority to enter into this Grant Award Letter exists in the law as follows: A. Federal Authority Authority to enter into this Grant exists in C.R.S. 24-32-106 and 29-3.5-101 and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 3 of 10 Version 0717 balance thereof remains available for payment. Required approvals, clearance and coordination have been accomplished from and with appropriate agencies. B. Reserved. 4. DEFINITIONS The following terms shall be construed and interpreted as follows: A. Reserved. B. Reserved. C. “CORA” means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. D. “Exhibits” means the following exhibits attached to this Grant Award Letter: i. Exhibit A, Applicable Laws ii. Exhibit B, Scope of Project iii. Exhibit C, Federal Provisions 09-25-19 iv. Exhibit G, Form of Option Letter v. Form 2, FFATA Data Report Form E. “Extension Term” means the period of time by which the Grant Expiration Date is extended by the State through delivery of an updated Grant Award Letter, an amendment, or an Option Letter. F. Reserved. G. Reserved. H. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this Grant Award Letter and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. I. “Grant Award Letter” or “Grant” means this letter which offers Grant Funds to Grantee, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future updates thereto. J. “Grant Expiration Date” means the Grant Expiration Date shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. Work performed after the Grant Expiration Date is not eligible for reimbursement from Grant Funds. K. “Grant Funds” or “Grant Award Amount” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Grant Award Letter. L. “Incident” means any accidental or deliberate event that results in, or constitutes an imminent threat of, the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. M. “Initial Term” means the time period between the Performance Start Date and the initial Grant Expiration Date. N. Reserved.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 4 of 10 Version 0717 O. “Other Funds” means all funds necessary to complete the Project, excluding Grant Funds. Grantee is solely responsible for securing all Other Funds. P. “Party” means the State or Grantee, and “Parties” means both the State and Grantee. Q. “Performance Start Date” means the later of the Performance Start Date or the Execution Date shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. R. Reserved. S. Reserved. T. Reserved. U. “Project” means the overall project described in Exhibit B, which includes the Work. V. “Project Budget” means the amounts detailed in §7 of Exhibit B. W. Reserved. X. Reserved. Y. “Services” means the services performed by Grantee as set forth in this Grant Award Letter, and shall include any services rendered by Grantee in connection with the Goods. Z. “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 State personnel records not subject to disclosure under CORA. AA. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a) C.R.S. BB. “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. CC. “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. DD. Reserved. EE. “Subcontractor” means third-parties, if any, engaged by Grantee to aid in performance of the Work. “Subcontractor” also includes sub-grantees. FF. Reserved. GG. Reserved. HH. Reserved. II. “Work” means the delivery of the Goods and performance of the Services described in this Grant Award Letter. JJ. “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, and any other results of the Work. “Work          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 5 of 10 Version 0717 Product” does not include any material that was developed prior to the Performance Start Date that is used, without modification, in the performance of the Work. Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 5. PURPOSE The purpose of the Community Development Block Grant Program is to develop viable communities by providing decent housing and a suitable living environment, and by expanding economic opportunities, principally for low- and moderate-income persons. The purpose of this Grant is described in Exhibit B. 6. SCOPE OF PROJECT Grantee shall complete the Work as described in this Grant Award Letter and in accordance with the provisions of Exhibit B. The State shall have no liability to compensate or reimburse Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Grant Award Letter. 7. 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 Grant that exceeds the Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. i. The State may increase or decrease the Grant Award Amount by providing Grantee with an updated Grant Award Letter or an executed Option Letter showing the new Grant Award Amount. ii. Except as provided in §7(E), The State shall not be liable to pay or reimburse Grantee for any Work performed or expense incurred before the Performance Start Date or after the Grant Expiration Date. iii. 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. B. Erroneous Payments The State may 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. The State may recover such payments by deduction from subsequent payments under this Grant Award Letter, 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. C. Matching Funds Grantee shall provide the Other Funds amount shown on the Project Budget in Exhibit B (the “Local Match Amount”). Grantee shall raise the full amount of matching funds during the term of this Grant and shall report to the Department regarding the status of such funds as required in Exhibit B. Grantee does not by accepting this Grant Award Letter irrevocably pledge present cash reserves for payments in future fiscal years, and this Grant Award Letter          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 6 of 10 Version 0717 is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee’s laws or policies. D. Reimbursement of Grantee Costs The State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in this Grant Award Letter for all allowable costs described in this Grant Award Letter and shown in the Project Budget in Exhibit B. i. Upon request of the Grantee, the State may, without changing the maximum total amount of Grant Funds, adjust or otherwise reallocate Grant Funds among or between each line of the Project Budget by providing Grantee with an executed Option Letter or formal amendment. E. Retroactive Payments The State shall pay Grantee for costs or expenses incurred or performance by the Grantee prior to the Effective Date, only if (1) the Grant Funds involve federal funding and (2) federal laws, rules and regulations applicable to the Work provide for such retroactive payments to the Grantee. Any such retroactive payments shall comply with State Fiscal Rules and be made in accordance with the provisions of this Grant or such Exhibit. Grantee shall initiate any payment request by submitting invoices to the State in the form and manner set forth and approved by the State. F. Close-Out and De-obligation of Grant Funds Grantee shall close out this Grant no later than 90 days after the Grant Expiration Date. To complete close out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Grant Award Letter and Grantee’s final reimbursement request or invoice. Any Grant Funds remaining after submission and payment of Grantee’s final reimbursement request are subject to de-obligation by the State. 8. REPORTING – NOTIFICATION A. Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than the end of the close out period described in §7.F. B. 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 this Award. 9. GRANTEE RECORDS A. Maintenance and Inspection Grantee shall make, keep, and maintain, all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to this Grant for a period of three years following the completion of the close out of this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe all such records during normal business hours at Grantee’s office or place of business, unless the State determines that an audit or inspection is required without notice at a different time to protect the interests of the State.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 7 of 10 Version 0717 B. Monitoring The State will monitor Grantee’s performance of its obligations under this Grant Award Letter using procedures as determined by the State. The State shall monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work. C. Audits Grantee shall comply with all State and federal audit requirements. 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Grantee for the sole and exclusive benefit of the State, unless those State Records are otherwise publically available at the time of disclosure or are subject to disclosure by Grantee under CORA. Grantee shall not, without prior written approval of the State, use for Grantee’s own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Grant Award Letter. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security (http://oit.state.co.us/ois) and all applicable laws, rules, policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the State’s principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Grant Award Letter. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Grant, and that the nondisclosure agreements 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 restrictions to the State upon request. 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 Grant, 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.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 8 of 10 Version 0717 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. 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. 11. 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 Grant. Grantee acknowledges that, with respect to this Grant, even the appearance of a conflict of interest shall be harmful to the State’s interests and 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 Grant. 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. 12. INSURANCE Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”). Grantee shall ensure that any Subcontractors maintain all insurance customary for the completion of the Work done by that Subcontractor and as required by the State or the GIA. 13. REMEDIES In addition to any remedies available under any Exhibit to this Grant Award Letter, if Grantee fails to comply with any term or condition of this Grant, the State may terminate some or all of this Grant and require Grantee to repay any or all Grant Funds to the State in the State’s sole discretion. The State may also terminate this Grant Award Letter at any time if the State has determined, in its sole discretion, that Grantee has ceased performing the Work without intent to resume performance, prior to the completion of the Work. 14. DISPUTE RESOLUTION Except as herein specifically provided otherwise, disputes concerning the performance of this Grant that cannot be resolved by the designated Party representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager or official designated by Grantee for resolution. 15. NOTICES AND REPRESENTATIVES Each Party shall identify an individual to be the principal representative of the designating Party and shall provide this information to the other Party. All notices required or permitted to be given under this Grant Award Letter shall be in writing, and shall be delivered either in hard copy or by email to the representative of the other Party. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §15.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 9 of 10 Version 0717 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION Grantee hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license, with the right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of and otherwise exploit all intellectual property created by Grantee or any Subcontractors or Subgrantees and paid for with Grant Funds provided by the State pursuant to this Grant. 17. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions, committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA; 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 Grant Award Letter shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, or protections of any of these provisions. 18. GENERAL PROVISIONS A. Assignment Grantee’s rights and obligations under this Grant 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 Grant Award Letter. B. Captions and References The captions and headings in this Grant Award Letter are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Grant Award Letter to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. C. Entire Understanding This Grant Award Letter 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 Grant Award Letter. D. Modification The State may modify the terms and conditions of this Grant by issuance of an updated Grant Award Letter, which shall be effective if Grantee accepts Grant Funds following receipt of the updated letter. The Parties may also agree to modification of the terms and conditions of the Grant in either an option letter or a formal amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. E. Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Grant Award Letter 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 Performance Start Date. Grantee shall strictly comply with all applicable Federal and State laws, rules, and regulations in effect or hereafter          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 10 of 10 Version 0717 established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. Order of Precedence In the event of a conflict or inconsistency between this Grant Award Letter and any Exhibits or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Exhibit C, Federal Provisions 09-25-19 ii. Any executed Option Letter iii. The provisions of this Grant Award Letter iv. The provisions of any other exhibits to this Grant Award Letter G. Severability The invalidity or unenforceability of any provision of this Grant Award Letter shall not affect the validity or enforceability of any other provision of this Grant Award Letter, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under the Grant in accordance with the intent of the Grant. H. Survival of Certain Grant Award Letter Terms Any provision of this Grant Award Letter that imposes an obligation on a Party after termination or expiration of the Grant shall survive the termination or expiration of the Grant and shall be enforceable by the other Party. I. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described above, this Grant Award Letter does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. J. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Grant Award Letter, 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. K. Reserved. L. Digital Signatures If any signatory signs this Grant 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 Grant by reference.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 1 – Exhibit A – Applicable Laws EXHIBIT A – APPLICABLE LAWS Federal laws and regulations incorporated into this Grant include, without limitation: 1. 2 C.F.R. 220, Cost Principles for Education Institutions 2. 2 C.F.R. 225, Cost Principles for State, Local and Indian Tribal Governments 3. 2 C.F.R. 230, Cost Principles for Non-Profit Organizations 4. 24 C.F.R. Subtitle A, Parts 0-82, et seq., as amended, Housing and Urban Development 5. 24 C.F.R. Subtitle B, Chapter I – XXV, et seq., as amended, Housing and Urban Development 6. 40 C.F.R. 1500-1508, as amended, Council on Environmental Quality Regulations Implementing NEPA 7. 41 C.F.R. Chapter 60, as amended, Executive Order 11246 8. 49 C.F.R. Part 24, as amended, Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 9. 2 U.S.C. Chapter 26, et seq., as amended, Disclosure of Lobbying Activities 10. 5 U.S.C. 552a, as amended, Privacy Act of 1974 11. 8 U.S.C. 1101, Immigration and Nationality Act 12. 12 U.S.C. §§1701- 1701z-15, et seq., as amended, National Housing Act 13. 15 U.S.C. Chapter 49, et seq., as amended, Fire Prevention and Control 14. 16 U.S.C. Chapters 1-83, et seq., as amended, Conservation 15. 20 U.S.C. 1681-1688, Title IX, as amended, Education Amendment of 1972 16. 29 U.S.C. Chapter 14, §§621-634, et seq., as amended, Age Discrimination in Employment 17. 29 U.S.C. Chapter 16, §§793-794, et seq., as amended, Vocational Rehabilitation and Other Rehabilitation Services 18. 29 U.S.C. Chapter 8, §§201, 206, et seq., as amended, Labor 19. 31 U.S.C. Subtitle I – VI, et seq., as amended, Money and Finance 20. 40 U.S.C. Subtitle I, et seq., as amended, Federal Property and Administrative Services 21. 40 U.S.C. Subtitle II, et seq., as amended, Public Buildings and Works 22. 41 U.S.C. 35 et seq., Walsh-Healey Public Contracts Act 23. 41 U.S.C. 701, et seq., Drug Free Workplace Act of 1988 24. 42 U.S.C. Chapter 21, et seq., as amended, Civil Rights 25. 42 U.S.C. Chapter 45, et seq., as amended, Fair Housing 26. 42 U.S.C. Chapter 50, et seq., as amended, National Flood Insurance 27. 42 U.S.C. Chapter 55, et seq., as amended, National Environmental Policy 28. 42 U.S.C. Chapter 63, et seq., as amended, Lead-Based Paint Poisoning Prevention 29. 42 U.S.C. Chapter 69, et seq., as amended, Community Development 30. 42 U.S.C. Chapter 6A, et seq., as amended, Public Health Services 31. 42 U.S.C. Chapter 76, et seq., as amended, Age Discrimination in Federally Assisted Programs 32. 42 U.S.C. Chapter 89, et seq., as amended, Congregate Housing Services 33. 42 U.S.C. Chapter 85, et seq., as amended, Air Pollution Prevention and Control 34. 42 U.S.C. Chapter 126, et seq., as amended, Equal Opportunity for Individuals with Disabilities 35. 42 U.S.C. Chapter 130, et seq., as amended, National Affordable Housing 36. C.R.S. 24-34-501 - 510, et seq., as amended, Colorado Housing Act of 1970 37. C.R.S. 24-75-601 et seq., as amended, Legal Investment of Public Funds 38. Executive Order 11063, HUD Equal Opportunity in Housing, as amended by Executive Order 12259, Leadership and Coordination of Fair Housing in Federal Programs 39. Executive Order 11593, Protection and Enhancement of the Cultural Environment 40. Executive Order 11988, Floodplain Management 41. OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF EXHIBIT B – STATEMENT OF PROJECT Business Loan Fund 1. GENERAL DESCRIPTION OF THE PROJECT(S) 1.1. General Description. This Project consists of providing Community Development Block Grant (CDBG) funds to the Grantee to continue a Business Loan Fund (BLF), the primary purpose of which is to encourage economic diversification and job creation and/or retention which addresses the program objective of benefit to Low and Moderate Income Persons, as defined in §2.1 below. Eagle County is designated as the Lead County or Grantee. CDBG funds may be used to operate a business loan fund program, provide micro-enterprise business financial and/or technical assistance, or provide funding for feasibility/planning studies. Details of allowable activities and related requirements are outlined in the remainder of this Exhibit B. 1.2. Eligible Expenses. The activities allowed under this Grant shall be those listed under this subsection and §7 below. 1.2.1. Business and Micro-Enterprise Financial Assistance. Eligible expenses include, but are not limited to, costs associated with working capital, operating expenses, machinery and equipment, land and/or building acquisition, and construction. The State shall provide specific approval for the type of expenses that shall be eligible for payment with CDBG funds when Grantee, as specified in §6.2.3, makes a specific request for such approval and such request is submitted to the State for its review/consideration. 1.2.2. Micro-Enterprise Business Technical Assistance. Eligible expenses include costs associated with the BLF’s provision of technical assistance through a third party provider to a business, including but not limited to marketing, accounting and/or operational technical assistance. Technical assistance may be authorized in conjunction with financial assistance provided under a locally developed and state approved micro-enterprise assistance program. The State shall provide specific approval for the type of expenses that shall be eligible for payment with CDBG funds when Grantee makes a specific request for such approval and such request is submitted to the State for its review/consideration. 1.2.3. Feasibility/Planning Studies. Eligible expenses include, but are not limited to, costs associated with market research, development of a capital structure, and development of a legal structure. Funding for this activity is typically in the form of a grant; however, on a case-by-case basis, the State may approve alternative structures including the use of loans, loan guarantees or equity interests. Grantee shall ensure the study(ies) be in accordance with the State’s approved terms and conditions and with the requirements outlined in the CDBG Guidebook, which is available on DOLA’s website. If the study results in the proposed project moving forward, the Grantee shall ensure that a minimum of 51% Low and Moderate Income Persons benefit from the project in accordance with §2.1 and §3.2 below. 1.2.4. General Administration. Eligible expenses include, but are not limited to the costs of performing general Project activities related to compliance with this Grant, financial management, loan packaging and review, and loan servicing necessary for operation of the BLF program. General Administration funds are subject to the following requirements: 1.2.4.1. CDBG Administrative Cap. Grantee shall ensure that administrative expenses do not exceed 16% of the total CDBG costs (sum of administrative, business financial assistance, feasibility/planning, and business technical assistance costs) under this Grant. Compliance shall be determined at the termination date of this Grant. At that time, if the administrative funds drawn exceed the percentage specified herein, Grantee shall repay the excess amount to the State unless the Governor’s Financial Review Committee (GFRC), has approved a waiver of this requirement. 1.2.4.2. Equipment Purchase. Grantee shall submit requests for the use of CDBG administrative funds to purchase equipment over $5,000 to DOLA staff at the Office of Economic Development and International Trade (OEDIT) for review and approval prior to such purchases.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Page 2 of 7 – Exhibit B – Statement of Project 1.2.4.3. Contribution toward General Administration. Grantee and/or its Subgrantee shall inject a minimum contribution of $40,000 for the administration of the BLF on an annual basis. However in no event shall the use of CDBG miscellaneous income, as defined in §1.5.3 below, retained by its Subgrantee exceed $40,000 on an annual basis for this purpose. 1.3. Leveraged Funds. Grantee is required to seek leveraged funds provided by private entities, including but not limited to the assisted businesses, banks, investors, individuals, and public entities. Such funds shall generally comprise the majority of funds used to assist businesses receiving CDBG assistance. Unless otherwise authorized in writing by the State, Grantee shall be responsible for meeting the required leveraged funds for this Project, as specified in §7 below, during the term of this Grant. Leveraged funds shall not be considered matching funds for federal program purposes. The State recognizes that utilization of the micro-enterprise program may make this leverage criterion unattainable. To the extent that CDBG funds are utilized to provide assistance to micro-enterprises, Grantee’s share of leveraged funds may be reduced on a pro-rata basis. 1.4. Program Income. If Grantee has not entered into a subgrantee agreement for the administration of the BLF, all revenues received by the Grantee which result directly from the CDBG-assisted activity, including but not limited to principal and interest payments, origination fees, servicing charges, interest earned and proceeds from the sale of acquired assets, shall be considered to be program income and subject to CDBG requirements. 1.5. Subgrant. This subsection is, or is not applicable. When applicable, the terms and provisions of this Grant may also pertain to Subgrantee, whether Subgrantee is specifically mentioned or not. Grantee is not released from its obligations under this Grant even if it has contracted out the administration of the BLF. 1.5.1. Subgrantee. Grantee has entered into a subgrantee agreement with Northwest Colorado Council of Governments (“NWCCOG” or “Subgrantee”), a qualifying non-profit organization, for the administration of the BLF, as allowed under Section 105(a)(15) of the Housing and Community Development Act of 1974. 1.5.2. Approval of Subgrantee Agreement. Grantee shall submit its subgrantee agreement to DOLA staff at OEDIT and obtain the State’s approval of such subgrantee agreement prior to disbursement of Grant funds. Subgrantee agreement shall clearly delineate contractual responsibilities of the Grantee and Subgrantee. 1.5.3. Miscellaneous Income. All revenues received by Subgrantee which result directly from the CDBG-assisted activity, including but not limited to principal and interest payments, origination fees, servicing charges, interest earned and proceeds from the sale of acquired assets shall be considered to be miscellaneous income. 1.5.3.1. Use of Funds. Unless otherwise authorized in writing by the State, all miscellaneous income shall be retained by Subgrantee and used to continue the operation of the BLF, specifically making loans to businesses and micro-enterprise businesses and paying reasonable and necessary general administrative costs associated with the BLF. 1.5.3.2. Limitation on use of Miscellaneous Income for Administrative Expenses. The maximum amount of miscellaneous income that can be used for administrative costs shall not exceed $80,000 during the Initial term of this Grant. At the termination of the Grant, if the amount of miscellaneous income used exceeds the amount specified above, Subgrantee shall repay the excess amount to the BLF’s account, unless the GFRC has approved a waiver of this requirement. 1.5.3.3. Post Grant Termination Requirements. Upon the expiration of this Grant, Subgrantee shall ensure that it has entered into a separate agreement with the State pertaining to the anticipated amount of miscellaneous income funds to be used for general administrative costs related to the operation of the BLF on an annual basis. Subgrantee shall notify the State if the anticipated amount was exceeded by more than 10% in any given year, if Subgrantee would like to request an amendment to such agreement to change the stated amount of general administrative funds, or if Subgrantee would like to request an amendment related to eligible uses of funds. Miscellaneous income loses its federal identity and is generally not required to meet federal or state program requirements except to the degree delineated in this provision.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Page 3 of 7 – Exhibit B – Statement of Project In consideration of the State approving the Miscellaneous Income designation for such funds, Grantee and Subgrantee shall provide accurate, complete, and timely disclosure of the BLF’s performance results for all current and prior CDBG BLF grants in accordance with reporting requirements set forth in §6.1.1 below. 1.6. Davis Bacon Fair Labor Standards. When applicable, Grantee and Subgrantee(s) shall comply with all the requirements of the Davis Bacon Fair Labor Standards in accordance with the CDBG Guidebook. Documentation shall be submitted to DLG at the time of occurrence. 1.7. Section 3 of the HUD Act of 1968. When applicable, Grantee and Subgrantee(s) shall, to the greatest extent feasible, provide opportunities for training and employment that arise through HUD-financed projects and will be given to lower-income persons in the Project area, and contracts awarded to businesses located in the project area or to businesses owned in substantial part, by residents of the Project area. 1.8. Federal Funding Accountability and Transparency Act of 2006, (Pub L. 109-282) (Transparency Act , also known as FFATA). Grantee and subgrantees are required to report award information on the government Website and register with U.S. Government System for Award Management (SAM) at http://www.sam.gov. See Exhibit C – Federal Provisions 09-25-19, for specific information. 2. TERMINOLOGY 2.1. Low and Moderate Income Person. This subsection is, or is not applicable. Grantee shall verify every household’s income eligibility, using the income certification forms prescribed by the State and the maximum income limits established by HUD, and retain such documentation in its files. Person is defined as: 2.1.1. Those persons who are members of low- and moderate-income households as set forth in the HUD User Income Limits Documentation System. See https://www.huduser.gov/portal/datasets/il.html#2019_query. Select Click Here for FY 2019 IL Documentation, under Access Individual Income Limits Areas. 2.1.2. Those persons who have been determined by HUD, based upon most recent Census data, to be low- and moderate-income persons. 2.1.3. Those persons belonging to clientele groups who are generally presumed by HUD to be low and moderate-income persons. 2.2. Abbreviations. 2.2.1. “BLF” means Business Loan Fund. 2.2.2. “CDBG” means Community Development Block Grant. 2.2.3. The “CDBG Guidebook” or “the Guidebook” means CDBG Guidebook for Public Facilities and Construction Projects. It is updated periodically and available on the Department’s website. 2.2.4. “DLG” means the Division of Local Government in the Department of Local Affairs (DOLA) located at 1313 Sherman Street, Room 521, Denver, Colorado 80203. 2.2.5. “FRC” or “GFRC” means the Governor’s Financial Review Committee. This committee is designated by an Executive Order of the Governor to approve all economic development projects funded with CDBG funds. 2.2.6. “HUD” means the U.S. Department of Housing and Urban Development. 2.2.7. Lead County” means the county acting as the Grantee for this Project. 2.2.8. “OEDIT” means the Colorado Office of Economic Development and International Trade located at 1600 Broadway, Suite 2500, Denver, Colorado 80202. 2.2.9. “State” means the State of Colorado. 3. DELIVERABLES 3.1. Service Area. The service area for this Project is as follows: Eagle, Garfield, Moffat, Grand, Routt, Jackson, Rio Blanco, Summit, Pitkin Counties in Colorado. 3.2. Outcome. 3.2.1. If the National Objective described in §3.3.1 below is checked, the Grantee commits that at least 29 full-time equivalent permanent jobs will be directly created and/or retained through the collective provision of CDBG funds. At least 51% of jobs created and/or retained by each business must be          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Page 4 of 7 – Exhibit B – Statement of Project filled by persons as selected in §2.1 above. Grantee shall provide written evidence that the committed number of jobs have been actually created and/or retained by each individual business and that all businesses collectively meet the requirements in this Exhibit B and the attached Exhibit C. Hiring requirements of persons as selected in §2.1 above must be achieved by each business as well. In the event that there is any deviation from job creation, retention and/or persons’ (as selected in §2.1 above) hiring requirements, Grantee must submit written documentation to substantiate the reasons for such deficiencies at or prior to Project Close Out. If a deficiency exists, a review by the State will be made to determine the ability to close out this Grant. 3.2.2. If the National Objective described in §3.3.2 below is checked, the State recognizes that utilization of the micro-enterprise business financial and technical assistance program may make the job creation/retention requirements referenced above in §3.2.1 unattainable if the micro- enterprise(s) receiving funding meet(s) the definition of Limited Clientele which means that the owners of the micro-enterprise(s) are persons who are Low and Moderate Income Persons as set forth in in §2.1 above. To the extent that CDGB funds are utilized to provide assistance to such owners of micro-enterprises, Grantee’s job creation/retention commitment may be reduced on a pro- rata basis. In this case, the Grantee shall provide written documentation that the activity funded is a micro-enterprise activity carried out in accordance with respect to those owners of micro-enterprises assisted under the activity who are Low and Moderate Income Persons. For these purposes, once a person is determined to be a Low and Moderate Income Person, he/she may be presumed to qualify as such for up to a three-year period. 3.3. National Objective. This Project shall meet the following National Objective(s): 3.3.1. Low/Moderate Income Benefit, jobs. To the extent that the BLF provides assistance to business(es) that commit to create and/or retain full-time equivalent permanent jobs, the Project will involve the employment of persons, the majority of whom are Low and Moderate Income Persons. 3.3.2. Low/Moderate Income Benefit, limited clientele. To the extent that the BLF provides financial and technical assistance to the owners of a micro-enterprise(s) who are Low and Moderate Income Persons as specified in §2.1 above, the Project will benefit a Limited Clientele. 4. PERSONNEL: 4.1. Responsible Administrator. Grantee’s performance hereunder shall be under the direct supervision of Jon Stavney, Executive Director, NWCCOG, (jstavney@nwccog.org), an employee or agent of Grantee, who is hereby designated as the responsible administrator of this Project. 4.2. BLF Administrator. Grantee’s performance hereunder shall be under the direct supervision of Anita Cameron, Business Loan fund Manager, NWCCOG, (anita@northwestloanfund.org), an employee or agent of Grantee, who is hereby designated as the BLF administrator of this Project. 4.3. Replacement. Grantee shall immediately notify the State if any key personnel specified in §5 of this Exhibit B cease to serve. All notices sent under this subsection shall be sent in accordance with §15 of the Grant. 4.4. Training. BLF Administrator shall be required to attend all training seminars, including but not limited to the bi-annual BLF meetings unless mutually agreed by the State and the BLF Administrator prior to the training seminar. 5. PAYMENT Payments shall be made in accordance with the provisions set forth in §7 of the Grant. Grantee’s requests for funds from this Grant shall be for the reimbursement of actual eligible expenditures and if necessary, an estimation of funds for immediate needs. 5.1. Payment Schedule. Grantee shall disburse Grant Funds received from the State within fifteen days of receipt. Excess funds shall be returned to the Department. Payment Amount Interim or Final Payment(s) $580,000 Paid upon receipt of required supporting documentation and written requests from the Grantee for eligible and approved projects or activities.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Page 5 of 7 – Exhibit B – Statement of Project Total $580,000 5.2. Interest. Grantee or Subgrantee may keep interest amounts up to $100 per year for administrative expenses. 6. ADMINISTRATIVE REQUIREMENTS 6.1. Reporting. 6.1.1. Annual Survey Report. Grantee shall submit to DOLA staff at OEDIT (with acknowledgement signatures from Grantee and Subgrantee, if applicable), an annual survey/report containing information on the BLF’s historical and current performance in various areas including all CDBG funds and CDBG Miscellaneous Income. Such annual survey/report shall be in State prescribed format and is due on or before March 31st of each calendar year unless an alternate deadline is provided in writing by DOLA staff at OEDIT. The annual survey/report shall be required during the term of this Grant and shall continue to be required on an annual basis thereafter. 6.1.2. Disclosure Reports. Grantee shall provide updated Disclosure Reports, when applicable as required by HUD, to DOLA staff at OEDIT. 6.1.3. Financial Status and Progress Report. Grantee shall provide quarterly financial and program reports to DOLA staff at OEDIT in accordance with the Guidebook. 6.1.4. Jobs Report. Grantee shall continue to report to the State information on all persons which fill jobs created and/or retained by assisted businesses and micro-enterprise businesses (if jobs were committed by the micro-enterprise business) until the number of jobs specified in §3.2 above have been met, but in no event shall the report period be less than one (1) year from the effective date of the business assistance agreement, even if this Grant has expired, unless the Grantee has received a reporting timeframe waiver from the State. In the event the assisted businesses and applicable micro-enterprise businesses meet or exceed the job requirements Grantee shall ensure that at least 51% of all jobs created/retained (as a result of CDBG funds) are provided to persons as specified in §2.1 above. In the event that CDBG funds are not fully expended, the State may pro-rate the number of jobs that must be created and/or retained accordingly. 6.1.5. Project Completion Report. This report is due within 90 days after completion of the Project, including information regarding the required public hearing, actions taken to Affirmatively Further Fair Housing, Section 3 Report, Final Financial Status Report, and all other documentation required in the Project Close Out section of the Guidebook, as revised periodically. 6.1.6. Single Audit Report. If Grantee is required to have a single audit, Grantee shall submit a copy of its audit report to DLG within 180 days of its fiscal year-end. 6.2. Businesses Loan Fund Requirements. Grantee shall administer the Business Loan Fund in compliance with applicable laws, regulations, authoritative guidances, program objectives, this Grant, and related reporting requirements. 6.2.1. Policies. BLF assistance shall be provided to businesses and/or micro-enterprise businesses according to specific and separate policies developed by the BLF which define the criteria and manner by which assistance shall be provided to applicants. Grantee shall submit its locally developed BLF program policies and guidelines to DOLA staff at OEDIT for State approval. Varying financial terms and conditions, including loans and/or grants, if so authorized by the State, may be offered by the BLF to micro-enterprise businesses for financial assistance or technical assistance under its approved program policies and guidelines. On a case-by-case basis, the DOLA staff at OEDIT may authorize loan guarantees, equity interest, or royalty payments in exchange for providing financial assistance to a business. 6.2.2. Local BLF Advisory Committee. BLF Advisory Committee, which is representative of economic development organizations, banks, businesses, local governments and/or other related professions in the area served by this Grant, shall review and approve policies and criteria, and shall directly or through an appointed subcommittee approve all requests for financial assistance prior to submitting to DOLA staff at OEDIT for approval.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Page 6 of 7 – Exhibit B – Statement of Project 6.2.3. State Approval of Funding Request. Grantee shall submit each specific funding request from the BLF and related project descriptions, financial analysis, and terms/conditions to the State in a State prescribed format for review and approval. 6.2.4. Fees. Grantee may charge a business applying for and/or receiving CDBG financial assistance funds reasonable fees associated with processing its application. Application review fee may not exceed $50 and loan origination fees may not exceed 2% of the approved financial assistance amount. No other fees shall be charged to or collected from the applicant business without express written approval from the DOLA staff at OEDIT. In addition, fees charged to businesses receiving assistance from a micro-enterprise assistance program shall conform to locally approved micro- enterprise program policies and procedures that have also been approved by the State. 6.2.5. Participation Agreement. Grantee shall not expend or draw down CDBG funds from DOLA until the business and/or micro-enterprise business has negotiated agreements with participating banks, individuals, public agencies and investors which set forth the amounts and terms of each party’s participation in financing projects and which meet all applicable provisions set forth in this Exhibit B. Copies of such agreements shall be obtained by the Grantee/Subgrantee and maintained in its files. 6.2.6. Legal Agreement. Grantee agrees that financial assistance provided to businesses shall be evidenced through legally binding agreements that adhere to federal and state regulations and standard commercial loan documentation where applicable. 6.2.7. Favorable Terms. In order for a business to be considered to receive terms more favorable than the standard business financial assistance terms offered by the BLF, the rate of return for such business generally shall not exceed industry standards unless it is appropriate. An appropriate determination is not required for assistance provided to micro-enterprise businesses. 6.2.8. Interest Rate. 6.2.8.1. Interest rates charged to borrowers on the CDBG portion of loans shall be no greater than the prime interest rate (New York Prime as published in the Wall Street Journal) at the time of loan commitment, excluding any processing or service charge imposed on the borrower by the BLF. 6.2.8.2. Interest rates charged to borrowers on the CDBG portion of loans deemed to be of potentially higher risk by the BLF’s Advisority Committee shall be no greater than 2.0% in excess of the prime interest rate (New York Prime as published in the Wall Street Journal) at the time of loan commitment, excluding any processing or service charge imposed on the borrower by the BLF. 6.2.8.3. Interest rates charged for micro-enterprise loans shall conform to locally and state approved program policies and guidelines. 6.2.9. Term. The term of assistance provided to businesses with CDBG funds shall not exceed ten (10) years without specific State approval. 6.2.10. Change in Ownership. Unless otherwise approved by DOLA staff at OEDIT, loan documents for CDBG financial assistance to a business shall specify that the loan shall become due and payable in the event such business is sold, consolidated or merged to an extent that controlling ownership changes prior to repayment of funds owed. Upon the close out of this Grant by the State, the requirement for alternative approval from DOLA staff at OEDIT shall no longer be required. 6.2.11. Remedies. Grantee shall exhibit due diligence in pursuit of reasonably available remedies should businesses or micro-enterprise businesses not fulfill contractual provisions under which the assistance was provided. 6.2.12. Feasibility/Planning Studies. Grantee shall submit all feasibility/planning studies to DOLA staff at OEDIT for State's review and approval. When approved, the State shall provide to Grantee the terms and conditions specific to each feasibility/planning study. 6.3. Construction. If an approved project includes construction activities, the Grantee shall provide to DLG all necessary forms relating to bidding and construction funded by CDBG funds as outlined in the Guidebook. 6.4. Procurement. Grantee shall follow appropriate procurement standards as outlined in the Guidebook, including the selection and payment of consultants, architects, and engineers necessary for the          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Page 7 of 7 – Exhibit B – Statement of Project completion of an approved project. Procurement documentation shall be submitted to DOLA staff at OEDIT at the time of occurrence. 6.5. On-site Visits. Grantee shall allow CDBG program representatives to make on-site visits to verify CDBG program information if reasonable notice has been provided by the State. 6.6. On-site Monitoring. Grantee will notify DLG at least 30 days in advance of Project being completed. On-site monitoring as outlined in the Monitoring section of the Guidebook shall be performed by DLG prior to Project Close Out. Specific legal agreements and related documentation shall be maintained by the Grantee/Subgrantee and shall be reviewed during the on-site monitoring. 7. PROJECT BUDGET Budget Line(s) Total Project Cost Grant Funds Other Funds Other Funds Source Line # Cost Category 1 Business Financial Assistance $1,660,000 $500,000 $1,160,000 Leverage Sources 2 Administration $160,000 $80,000 $80,000 Sub-grantee Total $1,820,000 $580,000 $1,240,000 THE REST OF THE PAGE INTENTIONALLY LEFT BLANK          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 1 of 10 EXHIBIT C - FEDERAL PROVISIONS 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant Award Letter to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Federal Provisions shall control. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. “Agreement” means the Grant Award Letter to which these Federal Provisions are attached and includes all Award types in §2.1.2.1 of this Exhibit. 2.1.2. “Award” means an award of Federal financial assistance, and the agreement setting forth the terms and conditions of that financial assistance, that a non-Federal Entity receives or administers. 2.1.2.1. Awards may be in the form of: 2.1.2.1.1. Grants; 2.1.2.1.2. Contracts; 2.1.2.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 2.1.2.1.4. Loans; 2.1.2.1.5. Loan Guarantees; 2.1.2.1.6. Subsidies; 2.1.2.1.7. Insurance; 2.1.2.1.8. Food commodities; 2.1.2.1.9. Direct appropriations; 2.1.2.1.10. Assessed and voluntary contributions; and 2.1.2.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. 2.1.2.1.12. Any other items specified by OMB in policy memoranda available at the OMB website or other source posted by the OMB. 2.1.2.2. Award does not include: 2.1.2.2.1. Technical assistance, which provides services in lieu of money;          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 2 of 10 2.1.2.2.2. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 2.1.2.2.3. Any award classified for security purposes; or 2.1.2.2.4. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 2.1.3. “Contractor” means the party or parties to an Agreement funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 2.1.4. “Data Universal Numbering System (DUNS) Number” means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet’s website may be found at: http://fedgov.dnb.com/webform. 2.1.5. “Entity” means all of the following as defined at 2 CFR part 25, subpart C: 2.1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 2.1.5.2. A foreign public entity; 2.1.5.3. A domestic or foreign non-profit organization; 2.1.5.4. A domestic or foreign for-profit organization; and 2.1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non- Federal entity. 2.1.6. “Executive” means an officer, managing partner or any other employee in a management position. 2.1.7. “Federal Award Identification Number (FAIN)” means an Award number assigned by a Federal agency to a Prime Recipient. 2.1.8. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR §200.37 2.1.9. “FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the “Transparency Act.” 2.1.10. “OMB” means the Executive Office of the President, Office of Management and Budget. 2.1.11. “Prime Recipient” means a Colorado State agency or institution of higher education that receives an Award. 2.1.12. “Subaward” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR §200.38. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 3 of 10 2.1.13. “Subrecipient” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term “Subrecipient” includes and may be referred to as Subgrantee. The term does not include an individual who is a beneficiary of a federal program. 2.1.14. “Subrecipient Parent DUNS Number” means the subrecipient parent organization’s 9- digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable. 2.1.15. “Federal Provisions” means these Federal Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Transparency Act and Uniform Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2.1.16. “System for Award Management (SAM)” means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 2.1.17. “Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime Recipient’s or Subrecipient’s preceding fiscal year and includes the following: 2.1.17.1. Salary and bonus; 2.1.17.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.17.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.17.4. Change in present value of defined benefit and actuarial pension plans; 2.1.17.5. Above-market earnings on deferred compensation which is not tax-qualified; 2.1.17.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.18. “Transparency Act” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 2.1.19. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 4 of 10 down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 2.1.20. “Vendor” means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 3. COMPLIANCE. 3.1. Contractor shall comply with all applicable provisions of the Transparency Act, all applicable provisions of the Uniform Guidance, and the regulations issued pursuant thereto, including but not limited to these Federal Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING SYSTEM (DUNS) REQUIREMENTS. 4.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 4.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor’s information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor’s information. 5. TOTAL COMPENSATION. 5.1. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 5.1.2. In the preceding fiscal year, Contractor received: 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 5 of 10 6. REPORTING. 6.1. Contractor shall report data elements to SAM and to the Prime Recipient as required in this Exhibit if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Agreement price. The reporting requirements in this Exhibit are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Agreement and shall become part of Contractor’s obligations under this Agreement. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING. 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de-obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. If Contractor is a Subrecipient, Contractor shall report as set forth below. 8.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 8.1.1.1. Subrecipient DUNS Number; 8.1.1.2. Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 8.1.1.3. Subrecipient Parent DUNS Number; 8.1.1.4. Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 8.1.1.5. Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.1.6. Subrecipient’s Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Agreement, the following data elements: 8.1.2.1. Subrecipient’s DUNS Number as registered in SAM. 8.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 6 of 10 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecepient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 9.2. Procurement of Recovered Materials. If a Subrecepient is a State Agency or an agency of a political subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 10. ACCESS TO RECORDS 10.1. A Subrecipient shall permit Recipient and auditors to have access to Subrecipient’s records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass-through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 11. SINGLE AUDIT REQUIREMENTS 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient’s fiscal year, the Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F - Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501. 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514 (Scope of audit), except when it elects to have a program- specific audit conducted in accordance with §200.507 (Program-specific audits). The Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 7 of 10 11.1.3. Subrecepient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F - Audit Requirements. 12. CONTRACT PROVISIONS FOR SUBRECEPIENT CONTRACTS 12.1. If Contractor is a Subrecipient, then it shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Agreement. 12.1.1. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. 12.1.1.1. During the performance of this contract, the contractor agrees as follows: 12.1.1.1.1. Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 12.1.1.1.2. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 12.1.1.1.3. Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 8 of 10 commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 12.1.1.1.4. Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 12.1.1.1.5. Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 12.1.1.1.6. In the event of Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 12.1.1.1.7. Contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States.” 12.1.2. Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 9 of 10 The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. 12.1.3. Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” Subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Exhibit C -- Page 10 of 10 13. CERTIFICATIONS. 13.1. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 14.3. There are no Transparency Act reporting requirements for Vendors. 15. EVENT OF DEFAULT. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Agreement and the State of Colorado may terminate the Agreement upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Agreement, at law or in equity. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 3 OPTION LETTER #Insert # Here SIGNATURE AND COVER PAGE State Agency Department of Local Affairs Encumbrance Number Insert DLG encumbrance number for this Project Option Letter CMS Number Insert CMS number for this Amendment Grantee Insert Grantee's Full Legal Name Previous CMS #(s) Insert CMS number for orig Agreement, and any prior chg docs Project Number and Name Insert DOLA's project number and name Grant Amount Initial Award: $Insert orig award amt Option Letter ## and date effective/spendable: $0.00 Option Letter ## and date effective/spendable: $0.00 Total Grant Amount: $Insert total award to date DOLA Regional Manager Choose an item. DOLA Regional Assistant Choose an item. Prior Grant Agreement Expiration Date Month Day, Year Current Grant Agreement Expiration Date Month Day, Year THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this Option Letter and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis GOVERNOR Colorado Department of Local Affairs By: ____________________________________ Rick M. Garcia, Executive Director Date: ___________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and dated below by the State Controller or delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ____________________________________ Yingtse Cha, Controller Delegate Effective Date: ___________________          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 2 of 3 1) OPTIONS: Choose all applicable options listed in §1 and in §2 a. Option to extend (use this option for Extension of Time) b. Change in the Grant Award Amount within the current term (use this option for an Increase or Decrease in Grant Funds, including Supplemental funding awards) c. Budget Line Adjustment(s) – reallocation of awarded Grant Funds to Budget Line(s) (use this Option to redistribute existing Grant Funds between budget lines) 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. For use with Option 1(a): In accordance with Section 2(A) of the original Grant Award Letter between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Grantee's Name, the State hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date. b. For use with Option 1(b): In accordance with Section 7(A)(i) of the original Grant Award Letter between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Grantee's Name, the State hereby exercises its option to increase/decrease Grant Funds awarded for this Project in an amount equal to amt of increase or (decrease), from beginning dollar amt to ending dollar amt. The Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter is hereby changed to ending dollar amt. The Paymen Schedule in Section 5.1 and the Budget table in Section 7, both of Exhibit B, are deleted and replaced with the following: Payment Amount Interim or Final Payment(s) Paid upon receipt of required supporting documentation and written requests from the Grantee for eligible and approved projects or activities. Total Ref line Activity Total CDBG Funds Other Funds (minimum of) Source REVENUE CDBG Funds Grantee/Subgrantee Other Leveraged Funds (minimum of) TOTAL REVENUE EXPENDITURES 1 Business Financial Assistance (18A) 2 Administration (21A) Other: TOTAL EXPENDITURES          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 3 of 3 c. For use with Option 1(c): In accordance with Section 7(D)(i) of the original Grant Award Letter between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Grantee's Name, the State hereby exercises its option to re-allocate awarded Grant Funds within the Project Budget. The Budget table in Section 7 of Exhibit B is deleted and replaced with the following: Ref line Activity Total CDBG Funds Other Funds (minimum of) Source REVENUE CDBG Funds Grantee/Subgrantee Other Leveraged Funds (minimum of) TOTAL REVENUE EXPENDITURES 1 Business Financial Assistance (18A) 2 Administration (21A) Other: TOTAL EXPENDITURES 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 1 FORM 2 - Federal Funding Accountability and Transparency Act (FFATA) Data Report Form Reporting is required for initial awards of $25,000 or more or award modifications that result in a total award of $25,000 or more. Information Field Definitions can be found in Exhibit C Response 1. County DUNS Number: 2. County’s Legal Name: 3. County’s Parent DUNS Number: (Report ONLY if different from County DUNS number) 4. Location of County Receiving Award: (Full street address, including City, State and Zip+4) 5. Primary Location of Performance of the Award: (City, State and Zip+4) Answer True or False 6. In the preceding fiscal year, County received: a. $25,000,000 or more in annual gross revenues from federal procurement contracts/subcontracts and/or federal financial assistance awards or sub-awards subject to the Transparency Act. b. 80% or more of its annual gross revenues from federal procurement contracts/subcontracts and/or federal financial assistance awards or sub-awards subject to the Transparency Act. c. The public does not have access to information about the compensation of its five most highly compensated Executives through periodic reports filed through the Securities Exchange Act of 1934 or the IRS. An answer to question 7 is required ONLY when all answers to questions 6 are true. 7. Names and total compensation of the five (5) most highly compensated Executives for the preceding fiscal year: Print Name Compensation Amount By signing below, I certify the information contained in this report is complete and accurate to the best of my knowledge. ______________________________________ __________________ Signature of Responsible Administrator Date          Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 2 OPTION LETTER #1 SIGNATURE AND COVER PAGE State Agency Department of Local Affairs DLG Number F20CDBG20630 Option Letter CMS Number 171490 Grantee Eagle County Government Previous CMS #(s) 154797 Project Number and Name CDBG 20-630 – Eagle County BLF Grant Amount Initial Award: $580,000.00 Option Letter #1 09/17/2021: $149,898.00 Total Grant Amount: $729,898.00 DOLA Program Manager Alyson Anderson, CDBG ED Manager, (720) 387-0267, alyson.anderson@state.co.us Prior Grant Agreement Expiration Date March 31, 2022 Current Grant Agreement Expiration Date March 31, 2022 THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this Option Letter and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis GOVERNOR Colorado Department of Local Affairs By: ____________________________________ Rick M. Garcia, Executive Director Date: ___________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and dated below by the State Controller or delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ____________________________________ Beulah Messick, Controller Delegate Effective Date: ___________________ DocuSign Envelope ID: AB11E9BD-1656-4743-84ED-C29AFA64CAD4 CDBG 9/20/2021 | 11:54 AM MDT CTGG1 NLAA 2020*2837 9/21/2021 | 7:04 PM MDT Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 2 of 2 1) OPTIONS: Choose all applicable options listed in §1 and in §2 a. Option to extend (use this option for Extension of Time) b. Change in the Grant Award Amount within the current term (use this option for an Increase or Decrease in Grant Funds, including Supplemental funding awards) c. Budget Line Adjustment(s) – reallocation of awarded Grant Funds to Budget Line(s) (use this Option to redistribute existing Grant Funds between budget lines) d. Change in the number of FTE jobs created/retained within current term (use this option for changes to the number of jobs in Exh B Subsection 3.2.1) 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. Reserved for use with Option 1(a). I b. For use with Option 1(b): In accordance with Section 7(A)(i) of the original Grant Award Letter between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Eagle County Government, the State hereby exercises its option to increase Grant Funds awarded for this Project in an amount equal to $149,898, from $580,000 to $729,898. The Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter is hereby changed to $729,898. The Paymen Schedule in Section 5.1 and the Budget table in Section 7, both of Exhibit B, are deleted and replaced with the following: Payment Amount Interim or Final Payment(s) $729,898 Paid upon receipt of required supporting documentation and written requests from the Grantee for eligible and approved projects or activities. Total $729,898 Budget Line(s) Total Project Cost Grant Funds Other Funds Other Funds Source Line # Cost Category 1 Business Financial Assistance $1,660,000 $500,000 $1,160,000 Leverage Sources 2 Administration $160,000 $80,000 $80,000 Sub-grantee 3 Business Financial Assistance CV Supplemental Funds - OL#1 $139,898 $139,898 $0 4 Administration CV Supplemental Funds - OL#1 $10,000. $10,000 $0 Total $1,969,898 $729,898 $1,240,000 c. Reserved for use with Option 1(c). d. Reserved for use with Option 1(d). 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or September 17, 2021, whichever is later. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID: AB11E9BD-1656-4743-84ED-C29AFA64CAD4Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF    Page 1 of 2  OPTION LETTER #2 SIGNATURE AND COVER PAGE State Agency Department of Local Affairs DLG Number F20CDBG20630 Option Letter CMS Number 172945 Grantee Eagle County Government Previous CMS #(s) 154797, 171490 Project Number and Name CDBG 20-630 – Eagle County BLF Grant Amount Initial Award: $580,000.00 Option Letter #1 09/21/2021: $149,898.00 Option Letter #2 01/06/2022: $950,000.00 Total Grant Amount: $1,679,898.00 DOLA Program Manager Alyson Anderson, CDBG ED Manager, (720) 387-0267, alyson.anderson@state.co.us Prior Grant Agreement Expiration Date March 31, 2022 Current Grant Agreement Expiration Date March 31, 2024 THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this Option Letter and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis GOVERNOR Colorado Department of Local Affairs By: ____________________________________ Rick M. Garcia, Executive Director Date: ___________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and dated below by the State Controller or delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ____________________________________ Beulah Messick, Controller Delegate Effective Date: ___________________ DocuSign Envelope ID: CF92A35E-2EA7-4D39-A64B-0404D528D5A3 CDBG 1/9/2022 | 8:25 AM MST CTGG1 NLAA 2020*2837 1/13/2022 | 10:12 AM MST Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF    Page 2 of 2  1) OPTIONS: Choose all applicable options listed in §1 and in §2 a. Option to extend (use this option for Extension of Time) b. Change in the Grant Award Amount within the current term (use this option for an Increase or Decrease in Grant Funds, including Supplemental funding awards) 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. For use with Option 1(a). In accordance with Section 2(A) of the original Grant Award Letter between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Eagle County Government, the State hereby exercises its option for an additional term beginning 04/01/2022 and ending on 03/31/2024. b. For use with Option 1(b): In accordance with Section 7(A)(i) of the original Grant Award Letter between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Eagle County Government, the State hereby exercises its option to increase Grant Funds awarded for this Project in an amount equal to $950,000, from $729,898 to $1,679,898. The Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter is hereby changed to $1,679,898. The Paymen Schedule in Section 5.1 and the Budget table in Section 7, both of Exhibit B, are deleted and replaced with the following: Payment Amount Interim or Final Payment(s) $1,679,898 Paid upon receipt of required supporting documentation and written requests from the Grantee for eligible and approved projects or activities. Total $1,679,898 Budget Line(s) Total Project Cost OL#2 change (incr/decr) New Total Grant Funds Other Funds Other Funds Source Line # Cost Category 1 CD1984 Business Financial Assistance $2,256,000 $0 $500,000 $1,756,000 Leverage Sources 2 CD1984 Administration $240,000 $0 $80,000 $160,000 Sub-grantee 3 CD9101 Business Financial Assistance CV Supplemental Funds $559,898 $420,000 $559,898 $0 4 CD9101 Administration CV Supplemental Funds $90,000. $80,000 $90,000 $0 5 CD2086 Business Financial Assistance $378,000 $378,000 $378,000 $0 6 CD2086 Administration $72,000 $72,000 $72,000 $0 Total $3,595,898 $950,000 $1,679,898 $1,916,000 3) OUTCOME. The first sentence of §3.2.1 in Exhibit B is deleted and replaced with the following: “If the National Obejctive described in §3.3.1 below is checked, the Grantee commits that at least seventy-two (72) full-time equivalent permanent jobs will be directly created.” 4) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or January 6, 2022, whichever is later. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID: CF92A35E-2EA7-4D39-A64B-0404D528D5A3Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 2 OPTION LETTER #3 SIGNATURE AND COVER PAGE State Agency Department of Local Affairs (DOLA) DLG Number F20CDBG20630 Option Letter CMS Number 177403 Grantee Eagle County Government Previous CMS #(s) 154797, 171490, 172945 Project Number and Name CDBG 20-630 – Eagle County BLF Grant Amount Initial Award: $580,000.00 Option Letter #1 09/21/2021: $149,898.00 Option Letter #2 01/13/2022: $950,000.00 Option Letter #3 07/20/2022 $580,000.00 Total Grant Amount: $2,259,898.00 DOLA Program Manager Alyson Anderson, CDBG ED Manager, (720) 387-0267, alyson.anderson@state.co.us Prior Grant Agreement Expiration Date March 31, 2024 Current Grant Agreement Expiration Date March 31, 2024 THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this Option Letter and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis GOVERNOR Colorado Department of Local Affairs By: ____________________________________ Rick M. Garcia, Executive Director Date: ___________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and dated below by the State Controller or delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ____________________________________ Beulah Messick, Controller Delegate Effective Date: ___________________ DocuSign Envelope ID: F4E7B685-D32F-4982-A5B1-84CDFD31E352 CDBG-OEDIT 7/21/2022 | 2:08 PM MDT CTGG1 NLAA 202000002837 7/28/2022 | 5:52 PM MDT Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 2 of 2 1) OPTIONS: Choose all applicable options listed in §1 and in §2 a. Option to extend (use this option for Extension of Time) b. Change in the Grant Award Amount within the current term (use this option for an Increase or Decrease in Grant Funds, including Supplemental funding awards) 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. Reserved for use with Option 1(a). b. For use with Option 1(b): In accordance with Section 7(A)(i) of the original Grant Award Letter between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Eagle County Government, the State hereby exercises its option to increase Grant Funds awarded for this Project in an amount equal to $580,000, from $1,679,898 to $2,259,898. The Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter is hereby changed to $2,259,898. The Payment Schedule in Section 5.1 and the Budget table in Section 7, both of Exhibit B, are deleted and replaced with the following: Payment Amount Interim or Final Payment(s) $2,259,898 Paid upon receipt of required supporting documentation and written requests from the Grantee for eligible and approved projects or activities. Total $2,259,898 Budget Line(s) Total Project Cost OL#3 change (incr/decr) New Total Grant Funds Other Funds Other Funds Source Line # Cost Category 1 CD1984 Business Financial Assistance $2,256,000 $0 $500,000 $1,756,000 Leverage Sources 2 CD1984 Administration $240,000 $0 $80,000 $160,000 Sub-grantee 3 CD9101 Business Financial Assistance CV Supplemental Funds $1,059,898 $500,000 $1,059,898 $0 4 CD9101 Administration CV Supplemental Funds $170,000. $80,000 $170,000 $0 5 CD2086 Business Financial Assistance $378,000 $0 $378,000 $0 6 CD2086 Administration $72,000 $0 $72,000 $0 Total $4,175,898 $580,000 $2,259,898 $1,916,000 3) OUTCOME. The first sentence of §3.2.1 in Exhibit B is deleted and replaced with the following: “If the National Obejctive described in §3.3.1 below is checked, the Grantee commits that at least ninety-four (94) full-time equivalent permanent jobs will be directly created.” 4) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or July 20, 2022, whichever is later. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID: F4E7B685-D32F-4982-A5B1-84CDFD31E352Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 2 OPTION LETTER #4 SIGNATURE AND COVER PAGE State Agency Department of Local Affairs (DOLA) DLG Number F20CDBG20630 Option Letter CMS Number 186441 Grantee Eagle County Government Previous CMS #(s) 154797, 171490, 172945, 177403 Project Number and Name CDBG 20-630 – Eagle County BLF Grant Amount Initial Award: $580,000.00 Option Letter #1 09/21/2021: $149,898.00 Option Letter #2 01/13/2022: $950,000.00 Option Letter #3 07/28/2022 $580,000.00 Option Letter #4 08/31/2023 $1,508,000.00 Total Grant Amount: $3,767,898.00 DOLA Program Manager Alyson Anderson, CDBG ED Manager, (720) 387-0267, alyson.anderson@state.co.us Prior Grant Agreement Expiration Date March 31, 2024 Current Grant Agreement Expiration Date March 31, 2024 THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this Option Letter and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis GOVERNOR Colorado Department of Local Affairs By: ____________________________________ Rick M. Garcia, Executive Director Date: ___________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and dated below by the State Controller or delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ____________________________________ Beulah Messick, Controller Delegate Effective Date: ___________________ DocuSign Envelope ID: 39C92CBD-6610-427A-9C3B-4EB385C8DD79 CDBG 9/8/2023 | 11:11 AM MDT CTGG1 NLAA 202000002837 9/11/2023 | 12:48 PM MDT Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 2 of 2 1) OPTIONS: Choose all applicable options listed in §1 and in §2 a. Option to extend (use this option for Extension of Time) b. Change in the Grant Award Amount within the current term (use this option for an Increase or Decrease in Grant Funds, including Supplemental funding awards) 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. Reserved for use with Option 1(a). b. For use with Option 1(b): In accordance with Section 7(A)(i) of the original Grant Award Letter between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Eagle County Government, the State hereby exercises its option to increase Grant Funds awarded for this Project in an amount equal to $1,508,000, from $2,259,898 to $3,767,898. The Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter is hereby changed to $3,767,898. The Payment Schedule in Section 5.1 and the Budget table in Section 7, both of Exhibit B, are deleted and replaced with the following: Payment Amount Interim or Final Payment(s) $3,767,898 Paid upon receipt of required supporting documentation and written requests from the Grantee for eligible and approved projects or activities. Total $3,767,898 Budget Line(s) Previous Grant Amount OL#4 change (incr/decr) New Total Grant Funds Other Funds Total Project Cost Other Funds Source Line # Cost Category 1 CD1984 Business Financial Assistance $500,000 $0 $500,000 $1,756,000 $2,256,000 Leverage Sources 2 CD1984 Administration $80,000 $10,000 $90,000 $160,000 $250,000 Sub-grantee 3 CD9101 Business Financial Assistance CV Supplemental Funds $1,059,898 $1,167,000 $2,226,898 $0 $2,226,898 4 CD9101 Administration CV Supplemental Funds $170,000 $198,000 $368,000 $0 $368,000 5 CD2086 Business Financial Assistance $378,000 $0 $378,000 $0 $378,000 6 CD2086 Administration $72,000 $0 $72,000 $0 $72,000 7 CD1984 Business Financial Assistance $0 $133,000 $133,000 $0 $133,000 Total $2,259,898 $1,508,000 $3,767,898 $1,916,000 $5,683,898 3) OUTCOME. The first sentence of §3.2.1 in Exhibit B is deleted and replaced with the following: “If the National Obejctive described in §3.3.1 below is checked, the Grantee commits that at least one hundred-ten (110) full-time equivalent permanent jobs will be directly created.” 4) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or August 31, 2023, whichever is later. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID: 39C92CBD-6610-427A-9C3B-4EB385C8DD79Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 2 OPTION LETTER #5 SIGNATURE AND COVER PAGE State Agency Department of Local Affairs (DOLA) DLG Number F20CDBG20630 Option Letter CMS Number 187285 Grantee Eagle County Government Previous CMS #(s) 154797, 171490, 172945, 177403, 186441 Project Number and Name CDBG 20-630 – Eagle County BLF Grant Amount Initial Award: $580,000.00 Option Letter #1 09/21/2021: $149,898.00 Option Letter #2 01/13/2022: $950,000.00 Option Letter #3 07/28/2022: $580,000.00 Option Letter #4 09/11/2023: $1,508,000.00 Option Letter #5 10/17/2023: $1,392,000.00 Total Grant Amount: $5,159,898.00 DOLA Program Manager Alyson Anderson, CDBG Business Manager, (720) 387-0267, (Alyson.anderson@state.co.us) Prior Grant Agreement Expiration Date March 31, 2024 Current Grant Agreement Expiration Date March 31, 2024 THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this Option Letter and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis GOVERNOR Colorado Department of Local Affairs By: ____________________________________ Rick M. Garcia, Executive Director Date: ___________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and dated below by the State Controller or delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ____________________________________ Beulah Messick, Controller Delegate Effective Date: ___________________ DocuSign Envelope ID: DA274172-D4B8-4BCC-AF74-675DF229ABF2 CDBG-OEDIT 10/26/2023 | 4:03 PM MDT CTGG1 NLAA 202000002837 10/30/2023 | 4:57 PM MDT Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 2 of 2 1) OPTIONS: Choose all applicable options listed in §1 and in §2 a. Option to extend (use this option for Extension of Time) b. Change in the Grant Award Amount within the current term (use this option for an Increase or Decrease in Grant Funds, including Supplemental funding awards) c. Change in the number of FTE jobs created/retained within current term (use this option for changes to the number of jobs in Exh B Subsection 3.2.1) 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. Reserved for use with Option 1(a). b. For use with Option 1(b): In accordance with Section 7(A)(i) of the original Intergovernmental Grant Agreement between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Eagle County Government, the State hereby exercises its option to increase Grant Funds awarded for this Project in an amount equal to $1,392,000, from $3,767,898 to $5,159,898. The Grant Award Amount shown on the Summary of Terms and Conditions page of this Intergovernmental Grant Agreement is hereby changed to $5,159,898. The Paymen Schedule in Section 5.1 and the Budget table in Section 7, both of Exhibit B, are deleted and replaced with the following: Payment Amount Interim or Final Payment(s) $5,159,898 Paid upon receipt of required supporting documentation and written requests from the Grantee for eligible and approved projects or activities. Total $5,159,898 Budget Line(s) Previous Grant Amount OL#5 change (incr/decr) New Total Grant Funds Other Funds Total Project Cost Other Funds Source Line # Cost Category 1 CD1984 Business Financial Assistance $500,000 $0 $500,000 $1,756,000 $2,256,000 Leverage Sources 2 CD1984 Administration $90,000 $0 $90,000 $160,000 $250,000 Sub-grantee 3 CD9101 Business Financial Assistance CV Supplemental Funds $2,226,898 $0 $2,226,898 $0 $2,226,898 4 CD9101 Administration CV Supplemental Funds $368,000 $0 $368,000 $0 $368,000 5 CD2086 Business Financial Assistance $378,000 $0 $378,000 $0 $378,000 6 CD2086 Administration $72,000 $0 $72,000 $0 $72,000 7 CD1984 Business Financial Assistance $133,000 $0 $133,000 $0 $133,000 8 CD2281 Business Financial Assistance Supplemental Funds - OL#5 $0 $1,200,000 $1,200,000 $2,400,000 $3,600,000 Leverage Sources 9 CD2281 Administration Supplemental Funds - OL#5 $0 $192,000 $192,000 $96,000 $288,000 Sub-grantee Total $3,767,898 $1,392,000 $5,159,898 $4,412,000 $9,571,898 c. For use with Option 1(c): The first sentence of §3.2.1 in Exhibit B is deleted and replaced with the following: “If the National Obejctive described in §3.3.1 below is checked, the Grantee commits that at least one hundred seventy (170) full-time equivalent permanent jobs will be directly created.” 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or October 17, 2023, whichever is later. DocuSign Envelope ID: DA274172-D4B8-4BCC-AF74-675DF229ABF2Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 2 OPTION LETTER #6 SIGNATURE AND COVER PAGE State Agency Department of Local Affairs (DOLA) DLG Number F20CDBG20630 Option Letter CMS Number 189566 Grantee Eagle County Government Previous CMS #(s) 154797, 171490, 172945, 177403, 186441, 187285 Project Number and Name CDBG 20-630 – Eagle County BLF Grant Amount Initial Award: $580,000.00 Option Letter #1 09/21/2021: $149,898.00 Option Letter #2 01/13/2022: $950,000.00 Option Letter #3 07/28/2022: $580,000.00 Option Letter #4 09/11/2023: $1,508,000.00 Option Letter #5 10/30/2023: $1,392,000.00 Option Letter #6 03/05/2024: $0.00 Total Grant Amount: $5,159,898.00 DOLA Program Manager James Spiers, CDBG Business Manager, (720) 892-8307, (james.spiers@state.co.us) Prior Grant Agreement Expiration Date March 31, 2024 Current Grant Agreement Expiration Date November 30, 2024 THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this Option Letter and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis GOVERNOR Colorado Department of Local Affairs By: ____________________________________ Maria De Cambra, Executive Director Date: ___________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and dated below by the State Controller or delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ____________________________________ Beulah Messick, Controller Delegate Effective Date: ___________________ DocuSign Envelope ID: 396FC1D7-1BD3-4236-814F-CFE7D77F3801 CDBG 3/11/2024 | 12:58 PM MDT CTGG1 NLAA 202400003231 3/11/2024 | 7:52 PM MDT Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 2 of 2 1) OPTIONS: Choose all applicable options listed in §1 and in §2 a. Option to extend (use this option for Extension of Time) b. Change in the Grant Award Amount within the current term (use this option for an Increase or Decrease in Grant Funds, including Supplemental funding awards) c. Change in the number of FTE jobs created/retained within current term (use this option for changes to the number of jobs in Exh B Subsection 3.2.1) 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. For use with Option 1(a): In accordance with Section 2(A) of the original Intergovernmental Grant Agreement between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Eagle County Government, the State hereby exercises its option for an additional term beginning April 01, 2024 and ending on November 30, 2024. b. Reserved for use with Option 1(b). c. Reserved for use with Option 1(c). 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or March 05, 2024, whichever is later. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID: 396FC1D7-1BD3-4236-814F-CFE7D77F3801Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 1 of 2 OPTION LETTER #7 SIGNATURE AND COVER PAGE State Agency Department of Local Affairs (DOLA) DLG Number F20CDBG20630 Option Letter CMS Number 194505 Grantee Eagle County Government Previous CMS #(s) 154797, 171490, 172945, 177403, 186441, 187285, 189566 Project Number and Name CDBG 20-630 – Eagle County BLF Grant Amount Initial Award: $580,000.00 Option Letter #1 09/21/2021: $149,898.00 Option Letter #2 01/13/2022: $950,000.00 Option Letter #3 07/28/2022: $580,000.00 Option Letter #4 09/11/2023: $1,508,000.00 Option Letter #5 10/30/2023: $1,392,000.00 Option Letter #6 03/11/2024: $0.00 Option Letter #7 10/09/2024: $0.00 Total Grant Amount: $5,159,898.00 DOLA Program Manager Robyn Berkey, (720) 315-1526, (robyn.berkey@state.co.us) Prior Grant Agreement Expiration Date November 30, 2024 Current Grant Agreement Expiration Date March 17, 2025 THE PARTIES HERETO HAVE EXECUTED THIS OPTION LETTER Each person signing this Option Letter represents and warrants that he or she is duly authorized to execute this Option Letter and to bind the Party authorizing his or her signature. STATE OF COLORADO Jared S. Polis GOVERNOR Colorado Department of Local Affairs By: ____________________________________ Maria De Cambra, Executive Director Date: ___________________ ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter is not valid until signed and dated below by the State Controller or delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD By: ____________________________________ Beulah Messick, Controller Delegate Effective Date: ___________________ Docusign Envelope ID: 77CF3CE1-EA93-4621-9A71-4987A039C24A CDBG 10/26/2024 | 1:37 PM MDT CTGG1 NLAA 202000002837 10/29/2024 | 8:54 PM MDT Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D CDBG 20-630 – Eagle County BLF Page 2 of 2 1) OPTIONS: Choose all applicable options listed in §1 and in §2 a. Option to extend (use this option for Extension of Time) b. Change in the Grant Award Amount within the current term (use this option for an Increase or Decrease in Grant Funds, including Supplemental funding awards) c. Change in the number of FTE jobs created/retained within current term (use this option for changes to the number of jobs in Exh B Subsection 3.2.1) 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. For use with Option 1(a): In accordance with Section 2(A) of the original Intergovernmental Grant Agreement between the State of Colorado, acting by and through the Colorado Department of Local Affairs, and Eagle County Government, the State hereby exercises its option for an additional term beginning December 01, 2024 and ending on March 17, 2025. b. Reserved for use with Option 1(b). c. Reserved for use with Option 1(c). 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or October 09, 2024, whichever is later. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: 77CF3CE1-EA93-4621-9A71-4987A039C24ADocusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D 7 EXHIBIT B – Northwest Loan Fund Loan Policy Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Revision Date: April 2022 LOAN POLICY Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Northwest Loan Fund Loan Policy 2 Contents DEFINITIONS OBJECTIVES SOURCES OF FUNDS USE OF FUNDS INELIGIBLE USE OF FUNDS LOAN COMMITTEE CONFLICT OF INTEREST LOAN APPROVAL LOAN UNDERWRITING GUIDELINES LOAN APPLICATION PACKAGE CONFIDENTIALITY LOAN SERVICING DEFAULT PROCEDUR ES ALLOWANCE FOR LOAN LOSS RESERVE Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Northwest Loan Fund Loan Policy 3 DEFINITIONS Board shall refer to the Region 12 Revolving Loan Fund Corporation (R12 RLFC ) dba Northwest Loan Fund (NLF) Board of Directors which is one and the same with the Northwest Colorado Council of Governments (NWCCOG) Council. Approve(d) shall mean: (a) approve loans and loan structure for submission for approval of Community Development Block Grant (CDBG) Manager or Federal Review Committee (FRC) under the Open Grant Contract and, (b) approve loans and loan structure of loans made with State OEDIT or Revolved Funds. Open Contract shall refer to funds directly from the CDBG and its Micro-Enterprise Program (MEP). Revolved Funds shall refer to funds that have been repaid from a CDBG Open Contract . NLF Director shall refer to the only staff member of the 501c6 doing business as Northwest Loan Fund. The NLF Director has the education and experience to recommend loan approvals. OBJECTIVES The main objectives of the NLF are to: • Improve the economic base of and/or bring new wealth into the nine Northwest Colorado Counties by providing loans to businesses that will create or retain jobs (CDBG – at least 51% of the jobs are to be persons from low to moderate family income households (LMI)). • Provide access to capital for business acquisition, expansion, or start-up • Bring a value-added product or fill a niche in the local economy not currently being filled . • Bring revenue from outside the 9 Northwest counties. • Encourage financial and economic self-sufficiency of business clients toward eventual move to traditional sources. SOURCES OF FUNDING The NLF is funded by the following sources: • Community Development Block Grant (CDBG) • Community Development Block Grant (CDBG)-Micro-Enterprise Loan Program – Loans $100,000 or under (MEP) • State of Colorado OEDIT Funds • Revolved Funds (Funds repaid) • Other Funds, as appropriate (example: U.S.D.A.) Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Northwest Loan Fund Loan Policy 4 LOAN FUNDS MAY BE USED FOR THE FOLLOWING PURPOSES: • Business assets o Equipment/machinery/other fixed assets o Furniture & Fixtures o Inventory o Raw materials o Purchase of existing business o Business occupied building purchase o Construction of new facility • Working Capital o Payroll o Accounts Receivable financing • Equity Participation in exchange for business shares or royalty payments LOAN FUNDS MAY NOT BE USED FOR: • Pyramid or Networking Sales Enterprises • Gambling or gaming operations • Real Estate development • Land purchase • Franchises (with funds procured through CDBG) • Production agriculture • Marijuana related businesses until Federally legalized LOAN COMMITTEE (LC) LC Duties The Loan Committee (LC) shall review loan package and recommendations as presented by the NLF Director and approve, modify structure or decline such loans . Approved loans may require further approval of the CDBG Manager, FRC or State OEDIT Funds Manager. LC Composition The Loan Committee (LC) includes, as available, one representative from each of the nine participating counties in addition to the NWCCOG Executive Director, who shall serve as an Ex-Officio Member. Of the nine county representatives, it is preferred that at least two members have a background in business, at least one member have experience in making business loans and at least one member have an accounting or legal background. If a member with one of these qualifications cannot be recruited from a County, it is Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Northwest Loan Fund Loan Policy 5 acceptable to recruit from a neighboring County. The NLF LC members shall be approved by the NLF Board and shall serve in an advisory capacity in accordance with the operating guidelines, bylaws, and Loan Policy as approved by the NLF Board. LC Term It is preferable that all LC members serve at least a one-year term, noting there is no limit to the number of terms a committee person may serve. The LC committee shall appoint a chair and vice-chair from among the members. LC Meetings and Attendance Meetings may be attended in person or by telephone or video conferencing. Meetings will be scheduled for one time per month and additional meetings may be convened as needed. Scheduled meetings will be conducted by the Chairperson or may be convened with non-simultaneous email votes. All LC packets, recommendations and attachments shall be sent via confidential email; with the intent of being received one week prior to the meeting ; however, given the unpredictable nature of loans, the time frame for review may be more or less in any given month. It is the intent that minutes be distributed, to members not in attendance, as soon as possible after a meeting; members in attendance have requested not to receive minutes. All LC members should participate in at least 50% of meetings with votes cast via email constituting attendance. LC Quorum A quorum shall consist of a simple majority of the members of the LC. Votes must be documented in LC meeting minutes, specifically denoting whether a vote has been made in person or via email. All records of email mail votes must be maintained in an electronic file. If any loan receives two or more objections by LC members, the loan will have to be reintroduced on a future meeting agenda. CONFLICT OF INTEREST Definition A conflict of interest may arise if a LC member has advised, approved, recommended or otherwise participated in the business decisions of the loan recipient . This could include engaging in such roles as agents, advisors, consultants, attorneys, accountants or shareholders. Disclosure A verbal disclosure is required of any conflict of interest with a borrower, guarantor or other party to the transaction and such conflicts must be reported to the NLF Board . Once the conflict has been recognized, the LC member is prohibited from voting, making a motion or taking any other form of action with regard to the loan in question. LOAN APPROVAL Loans under $30,000.00 may be approved by the LC member in the county in which the business is located as well as two additional members. All other loans, upon recommendation of the NLF Director, require a quorum (as defined within this policy). All votes will be documented by roll call or emails of LC Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Northwest Loan Fund Loan Policy 6 members. All votes made by email must be forwarded to the LC Chairperson. Once a loan has been approved it will be reported to the Board/NWCCOG Council at regularly scheduled meeting via the Portfolio Report. Emergency/Disaster circumstances: In the event of an unforeseen act within the county, state, or nation, such as a natural disaster, strike, terrorist attack or any other circumstances beyond the control of the NLF, which may make it difficult to adhere to the requirements as outlined in this policy, the NLF Director may undertake the following discretionary actions: • Adjust loan interest rates, for clients, to between zero and two percent with the consent of three LC members, temporarily for up to 12 months. . • Request changes to the NLF policy in which Board action will be taken by non-simultaneous email votes. • Conduct site visits via online video conferencing or any other means necessary to appropriately evaluate a business when an actual site visit is not feasible given the circumstances. LOAN UNDERWRITING GUIDELINES 1. The minimum loan amount is $5,000.00. 2. The term may vary based on use of funds and collateral but not to exceed 10 years. 3. Interest rates and fees will vary based on loan size and risk. 4. Costs related to closing will be paid by the borrower. 5. All loans will be collateralized by all business assets. 6. Personal guarantees, of individuals with 20% or more ownership, will be required. 7. The NLF Director will make a site visit prior to presenting the loan to LC (any exceptions will be documented and noted by LC). In the event of a county, state or national disaster, site visits will be at the discretion of the NLF Director. Upon the decision, by the NLF Director, to present the loan for LC approval, LC members are encouraged to make a group site visit. In particular the member from the county in which the prospect is located, is encouraged to make a site visit. Should the LC Member from the county be unable to do a site visit, it is permissible for a LC Member from another county to do the site visit. 8. Monthly payments of principal and interest are the norm; adjustments will be made for seasonal businesses. THE FIVE C’s – Character, Capacity, Collateral, Capital & Credit It is intended that NLF loan analysis be more reliant on Character, Capacity and Collateral, than on Credit. Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Northwest Loan Fund Loan Policy 7 The following CHECKLIST is revised from time to time and posted at www.NorthwestLoanFund.org NORTHWEST LOAN FUND LOAN APPLICATION PACKAGE CHECKLIST 1 • NLF Application Summary 2 • Business Plan (include: History, Company Description, Products and Services, Marketing Plan & Competition, Management of key functions & Resumes, Suppliers & Terms) – Please send in a Word document . 3 • Projections: (Resources and helpful links ) • Cash Flow projections, with explanation of assumptions, by month for 1 st year, then by quarter • Profit/Loss projections, with explanation of assumptions, by month for 1 st year, then by quarter • Breakeven (Sales required to cover costs) • Estimate your payment- Interest Rate is: Prime + 2% 4 • Business Financial Statements* (BFS) Balance Sheets & Profit and Loss Statements including most recent month end 5 • Business Tax Returns * (BTR) April or after, include prior year end 6 • List of Business collateral: • Equipment (Description, Age, Condition, Value) • Equipment to be purchased – contracts or bids • Inventory (Description, Value) • Accounts Receivable (Customer, Invoice Date) 7 • Personal financial statement (PFS) (current within 60 days) for any owner of 20% or more. Include all schedules & K-1’s. (Sample) 8 • Personal Tax Returns* (PTR) for ownership of 20% or more 9 • Articles of Formation or Incorporation, by -laws, trade name affidavit or franchise agreement 10 • Copy of Lease 11 • For Real Estate collateral (business or home): Copy of Owners Title Policy or Warranty Deed, Appraisal if available, Environmental review if available 12 • Copy of commitment letters from other financing sources 13 • For Business Acquisitions – Contract detailing what is being purchased at what price 14 • Other information as requested Note from Director - Business Lending: • Please send all items on the checklist at one time and send any attachments in the same order as denoted in the checklist. *Three years PTR, BTR, BFS, all signed and dated unless business life is less than 3 years. Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Northwest Loan Fund Loan Policy 8 CONFIDENTIALITY Confidentiality is of the utmost importance. Any breach of confidentiality could result in legal action. All financial information received, with regards to the business entity and its owners, will be kept confidential and packets distributed to the LC will be sent via confidential email. LC members, COG Staff and other individuals privy to the names of businesses, amounts of loans, status of loans etc. will sign a Confidentiality/Conflict of Interest Agreement. Borrowers will be informed of this with the initial loan package. Upon approval of both the NLF Director and the client, once a story has been published, only the information in the story is public. Other than in recommendations to the 9 voting LC Members, the CDBG Manager or COG staff assisting in loan disbursements, names of the businesses and owners are never connected to the amounts; the names and number of the jobs are never connected and amounts by county are never published. Due to the confidential nature of NLF information, publication of any kind (stories, emails, marketing, etc) and any general information about the loan fund must receive final approval of the NLF Director before being disseminated. In the case that no one holds the position of NLF Director, the CDBG Manager shall have final approval. A Telecommuting agreement signed by Anita Cameron provides for security of confidential information during travel/off site work. Secure print will be used to protect confidential documents. Security for laptop and smartphone are set on ‘high’. Laptop and smartphone access will be protected by Passwords and Log Off and such Passwords will be changed at least quarterly. For NLF Director Internet access, a mobile hot spot is used. Public wifi is never used. Moreover, Social Security numbers will be blacked unless it is essential for the recipient to see such information. CLOSING DOCUMENTATION The closing documentation checklist (Exhibit B) will be utilized at the loan closing. The NLF Director shall confirm that each item on the checklist is either available by initialing the “have” column or needed by marking the “need” column. When available, an additional person will also review all items listed on the checklist and confirm documentation by initialing the “have” or “need” columns as well. LOAN SERVICING It is the goal of the NLF to maintain contact with each loanee, preferably via an in-person site visit. Updates on clients per phone conversations or visits as presented to LC will become part of LC Minutes. DEFAULT PROCEDURES Loans delinquent 30 days or more are generally reported to the LC on a monthly basis and the Board on a bi-monthly basis via Portfolio Report with comments or collection actions. The Director is authorized to offer a Loan Modification/Extension agreement as needed to keep the business operating and to avoid costly legal action. Modifications/Deferrals will be reported to the LC and Board. Where possible, accrued interest will be collected extending any loan payments. Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Northwest Loan Fund Loan Policy 9 After period of appropriate collection activities, a recommendation may be made to place a loan on non- accrual or to write off the balance. , may be made by the NLF The checklist should be Director or LC, and acknowledged by the Board. ALLOWANCE FOR LOAN LOSS RESERVE The NLF will maintain an Allowance for Loan Loss (ALL) as an estimate of potential loan losses as a footnote to NLF Loans Receivable. A Colorado Housing and Finance Authority (CHFA) Credit Reserve (CCR) Account may be used as ALL and reported as a footnote to NLF Loans Receivable. Each loan will be graded and a percentage allowance set aside for each risk class. Loan grading will be updated semi-annually with loan grades reported to the Board via Risk Rating Report. Loan Grades and percentage reserve: LOAN GRADE GUIDING DESCRIPTION % OF LOAN BALANCE IN ALLOWANCE FOR LOAN LOSS Satisfactory Performing As Agreed and well secured 1% Watch New Loans - Non Real Estate secured 10% Substandard Issue with performance 30% Doubtful Concern for full collection 60% Foreclosure Foreclosure 80% Probable Loss Probable Loss-keep on reports until Charge-Off 100% Exhibit A: The NLF serves all communities in Eagle, Garfield, Grand, Jackson, Moffat, Pitkin, Rio Blanco, Routt and Summit Counties Exhibit B Loan Policy includes Exhibit B Documentation Checklist 2019 Electronic Version. See page 7 above. Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D 8 EXHIBIT C – Bylaws Region 12 Revolving Loan Fund d/b/a Northwest Loan Fund Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D BYLAWS OF THE REGION 12 REVOLVING LOAN FUND CORPORATION ARTICLE I Definitions NLF shall refer to the Region 12 Revolving Loan Fund Corporation (Corporation) dba Northwest Loan Fund (NLF) Open Contract shall refer to funds directly from the Community Development Block Grant (CDBG) Business Loan Fund Program (BLF) and its Micro-Enterprise Program (MEP) Revolved Funds shall refer to funds that have been repaid from a CDBG Open Contract ARTICLE II Membership Section 1. NLF membership shall be Garfield, Grand, Eagle, Jackson, Moffat, Pitkin, Rio Blanco, Routt and Summit Counties of Colorado and the municipalities therein. Section 2. Voting and quorum procedures shall be the same as those followed by the Northwest Colorado Council of Governments (NWCCOG). ARTICLE III Offices and Registration NLF may maintain such offices as the Board of Directors may designate and the principal office shall be located in one of the nine member counties. The Corporation shall have and continuously maintain in the State of Colorado, a registered agent and office. ARTICLE IV Meetings Section 1. The annual meeting of the NLF shall be held in conjunction with the first regular scheduled meeting of NWCCOG each calendar year. Section 2. Special meetings may be called by the Chairman of the Board of Directors or by at least four (4) members of the Board of Directors. ARTICLE V Board of Directors The Board of Directors (Board) shall be the Council of the NWCCOG. Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D ARTICLE VI Officers and Executive Committee Section 1. Officers. The Chairperson, the Vice-Chairperson, the Secretary/ Treasurer and the Executive Committee shall be the same persons as those serving in these positions for the NWCCOG. Section 2. The Chairperson. The Chairperson shall preside over meetings of the Board. Section 3. The Vice-Chairperson. The Vice-Chairperson shall preside over meetings of the Board in the absence of the Chairperson. Section 4. Secretary. The Secretary shall be the custodian of the Corporation’s records and seal and perform such other duties as from time to time may be assigned by the Chairperson, the Executive Committee, or the Board. ARTICLE VII Administration The Executive Director of NWCCOG shall supervise the employees and business affairs of the NLF. ARTICLE VIII Finances, Contracts and Funds Section 1. Budget. The Board shall adopt the budget at the annual meeting. Section 2. Contracts. The Board or Executive Committee may authorize the Chairperson or Executive Director to enter into any contract or execute and deliver any instrument on behalf of the Corporation. Section 3. Disbursements. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the Officers of the Board. Section 4. Deposits. All funds of the NLF shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select. Section 5. Gifts and Grants. The Board may accept on behalf of the Corporation any contribution, gift, grant, loan or bequest for general purposes or for any special purpose of the Corporation. Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D ARTICLE IX Loan Committee (LC) Section 1. Appointment and Composition. The Board shall appoint a Loan Committee (LC) comprising one member from each county, as available, served by the NLF. Preference shall be given to people with experience in business loan making, business law, commercial real estate, and business ownership. The Executive Director of NWCCOG shall be an ex-officio, non-voting member of the LC. Section 2. Duties. The LC shall (a) recommend approval of loans and loan structure to the Colorado Office of Economic Development and International Trade (OEDIT) for approval under the Open Grant contract and (b) approve loans and loan structure of loans made with Revolved Funds. ARTICLE X Fiscal Year The fiscal year of the Corporation shall begin on January 1, and end on December 31 of each year. ARTICLE XI Dissolution Section 1. Trustee. Dissolution of the Corporation shall be by resolution of the Board adopted by two-thirds of its membership. In the event of such dissolution, the Board shall be Trustees for the liquidation or other disposition of the Corporation property and assets. The proceeds of any liquidation and all funds remaining on hand after the payment of all obligations shall be deposited with NWCCOG. Section 2. Distribution of Assets When all of the property and assets of the Corporation have been disposed of as required by law and its funds deposited, the functions and duties of the Corporation shall cease. All funds then in the hands of the NWCCOG shall be distributed to the general purpose units of local government in the same proportion as contributed by them, during the calendar year preceding the dissolution of the Board, after payment of all debts and liabilities of the Corporation. Funds not contributed by local government during the preceding calendar year shall become the property of the NWCCOG. Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Exhibit A Northwest Loan Fund - Communities Served Eagle Avon Basalt Eagle Eagle-Vail Edwards El Jebel Gypsum Minturn Red Cliff Vail Garfield Battlement Mesa Carbondale Glenwood Springs New Castle Parachute Rifle Silt Grand Fraser Granby Grand Lake Hot Sulphur Springs Kremling Winter Park Jackson Walden Moffat Craig Dinosaur Maybell Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D Page 2 Northwest Loan Fund - Communities Served Pitkin Ashcroft Aspen Basalt Meredith Redstone Snowmass Snowmass Village Woody Creek Rio Blanco Meeker Rangely Rio Blanco Routt Clark Hayden Oak Creek Steamboat Springs Yampa Phippsburg Toponas Summit Blue River Breckenridge Dillon Dyersville Frisco Heeney Keystone Montezuma Silverthorne Docusign Envelope ID: 0C0CC079-29BC-431A-B4D4-58B0F96BE85D