Exhibit H - CDEC Grant Agreement Template.pdf

Grant Agreement Number: Page 1 of 30 Version: 12-24 GrantAgreement_v1_12-24A

State of Colorado Grant Agreement

Cover Page

State Agency Colorado Department of Early Childhood

Grantee [Insert Grantee’s Full Legal Name] Vendor Code: [Enter CORE Vendor ID]

Grantee UEI [Insert Grantee’s Unique Entity Identifier]

Agreement Number [Insert CMS or Other Agreement Number]

Agreement Performance Beginning Date [The later of the Effective Date or Month Day, Year]

Initial Agreement Expiration Date [Month Day, Year]

Except as stated in §2D, the total duration of this Agreement, including the exercise of any options to extend, shall not exceed [Insert Agreement’s Maximum Amount of Years or Months as required by solicitation, or otherwise] Years from its Performance Beginning Date.

Options The State shall have the following options if indicated with “Yes,” as further described in §2.C and §5.B.v:

Option to Extend Term per §2.C: Yes or No.

Option to Increase or Decrease Maximum Amount per §5.B.v: Yes or No

Fund Expenditure End Date [Month Day, Year]

Agreement Maximum Amount Initial Term State Fiscal Year [20XX] [$0.00] CTGG1 QAAA 20xx- GAE QAAA 20xx-

*And $[enter amount of GAE] pooled GAE shared amongst various Grantees as described in Agreement, see Exhibit C Section 12.

*Any amount paid against Holdover 24 QAAA 000000 prior to execution of this Agreement shall be reduced from the Agreement Maximum Amount.

Extension Terms State Fiscal Year [20XX] [$0.00] CTGG1 QAAA 20xx- GAE QAAA 20xx-

State Fiscal Year [20XX] [$0.00] CTGG1 QAAA 20xx- GAE QAAA 20xx-

State Fiscal Year [20XX] [$0.00] CTGG1 QAAA 20xx- GAE QAAA 20xx-

State Fiscal Year [20XX] [$0.00] CTGG1 QAAA 20xx- GAE QAAA 20xx-

Total for All State Fiscal Years [$0.00]

Agreement Authority – Authority to enter into this Contract exists in:

26.5-1-104 C.R.S. (Colorado Revised Statutes)

Law-Specified Vendor Statute (if any):

Procurement Method: Choose an item.

Solicitation Number (if any): Insert Solicitation #, otherwise put NA

Salazar, Gina Note to Drafters: Gray highlighted sections are fillable fields. To use those fields, use “protect document” to restrict editing to “filling in forms”, then type in the appropriate field. If the document is unprotected, then typing in the field will delete that field and replace it with the text typed.

Salazar, Gina Note to Drafters: Federal award information should be included in the “Purpose” section, but if the federal awarding agency requests that it be included on the cover page, then it may be added as an additional box in this section.

Hurt,Genette Note to Drafters: If there is potential ambiguity about the identity of Grantee, such as when entering into an Agreement with an individual who shares a common name with other individuals, then the address of Grantee or other information like state of incorporation should be included here. If a legal entity name is used and there is low risk of mis-identifying Grantee, then the inclusion of the address or other information is not required and is up to agency discretion.

Ensure the Name matches SOS, SAM.gov and CORE including LLC, Inc., etc.

Hurt,Genette Enter the Vendor Customer ID from CORE (example: VC*123456; VS5*123456, IN*123). This should match the OnBase Request and the encumbrance document on an amendment.

Hurt,Genette Enter Encumbrance Number and Original CMS (if contract exceeds $100K) here.

(Example:

CTGG1 QAAA 2025-1234

25 QAAA 123456)

Hurt,Genette Note to Drafters: This may be modified to reference only the Effective Date if Agreement performance will begin immediately upon execution of the Agreement.

Hurt,Genette Note to Drafters: This is the date on which all funds must be expended under this grant.

Salazar, Gina Note to Drafters: This table may be updated if the Initial Term will last longer than a single State Fiscal Year or if there are fewer Extension Terms. This table should include all known Extension Term amounts to better hold Subrecipients to the amounts in their initial grant application.

If the grant is solely funded with federal funds, then this table may be modified to follow the federal fiscal year or, if the federal funds and any state funds are available for multiple years (e.g through a special continuous appropriation of state funds), this table may be deleted and replaced with an overall contract maximum amount for all years. If this is done, then update section 5 accordingly.

If the grante will be required to provide matching funds, then this table should be updated to include a block to show those matching funds.

Hurt,Genette Add the CT and GAE numbers for each fiscal year under the Fiscal Year and amount.

If this is for Federal Fiscal Year - Please change State Fiscal Year to Federal Fiscal Year for all instances that State Fiscal Year appears.

If this is for Calendar Year - please change State Fiscal Year to Calendar Year for all instances that State Fiscal Year appears.

Hurt,Genette Remove the GAE language if there is not a Pooled GAE associated with this Contract.

If there is a GAE, please be sure the reference to the Additional Provisions Exhibit and Section are accurate.

Hurt,Genette If there is not a Holdover Notice, please remove this section.

If there is a Holdover Notice, please reference the Holdover Notice Number here.

Hurt,Genette For grant agreements that are 100% General Fund as a result of HB24-1466, all references to federal requirements in the grant template are not applicable, except for Exhibit D, Federal Provisions

[Insert brief description of the authority to enter into the Agreement. Include federal authority, if applicable]

Grant Agreement Number: Page 2 of 30 Version: 12-24

Pricing/Funding Price Structure: Choose an item.

Grantee shall invoice: Choose an item.

Fund Source: Insert name of funding source, whether it's state general funds, cash, Federal Program / Grant and Funds ID#, if none, put

NA

Insurance

Contractor shall maintain the following insurance if indicated with “Yes,” as further described in §10:

Worker’s Compensation: Yes General Liability: Yes Automobile Liability: Yes or No Cyber/Net. Security-Privacy Liability Insurance: Yes or No Protected Information: Yes or No Professional Liability Insurance: Yes or No Crime Insurance: Yes or No

Agreement Purpose [Briefly describe the Agreement’s purpose]

Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement:

1. Exhibit A, Statement of Work.

2. Exhibit B, Budget.

3. Exhibit C, Additional Provisions.

4. Exhibit D, Federal Provisions.

5. Exhibit E, PII Certification

6. Exhibit F, HIPAA BAA

7. Exhibit G, Supplemental Provisions for Federal Awards

8. Exhibit H, Sample Option Letter

In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:

1. Exhibit F, HIPAA BAA

2. Exhibit D, Federal Provisions

3. Exhibit G, Supplemental Provisions for Federal Awards

4. Colorado Special Provisions in §18 of the main body of this Agreement.

5. The provisions of the other sections of the main body of this Agreement.

6. Exhibit C, Additional Provisions

7. Exhibit E, PII Certification

8. Exhibit A, Statement of Work.

9. Exhibit B, Budget

10. Exhibit H, Sample Option Letter.

Principal Representatives For the State:

[Name, Title] Colorado Department of Early Childhood 710 South Ash Street Building C Glendale, CO 80246 Email: [enter email]

For Grantee:

[Name, Title] [Grantee Entity Name] [Address] [Address 2] [City], [State], [Zip] Email: [enter email]

Hurt,Genette Cost Reimbursement, Fixed Price, Fixed Unit Price, Hybrid Cost Reimbursement and Fixed Price, Other.

Hurt,Genette Monthly, Quarterly Bi-Weekly (twice per month) Upon delivery and acceptance of performance As specified elsewhere

If this is anything other than monthly, please update the provision in Additional Provisions to match.

Salazar, Gina Note to Drafters: This is also where you can add background information as well as reference any solicitation used to procure these services or a note of any applicable exemptions from the procurement code.

Note to Drafters: Add or remove exhibits as appropriate. If there is no PHI, please remove HIPAA BAA Exhibit and remove HIPAA BAA Exhibit in the order of precedence.

Hurt,Genette If SLFRF Cash Funds - Please use the Federal Provisions for SLFRF Cash Funds.

Note to Drafters: update this to include all appropriate exhibits and attachments. Security and Compliance exhibits, such as the Federal Tax Information exhibits should immediately follow the special provisions. Remove any exhibits that are not included in the agreement.

Grant Agreement Number: Page 3 of 30 Version: 12-24

Signature Page Begins on Next Page

THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK

Signature Page

THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT

Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement and to bind the Party authorizing such signature.

GRANTEE

INSERT: Legal Name of Contractor

By: Name & Title of Person Signing for Contractor

Date: __________________

STATE OF COLORADO

Jared S. Polis, Governor

Colorado Department of Early Childhood Dr. Lisa Roy, Ed.D., Executive Director

By: Stephanie Beasley, Deputy Executive Director Mary Alice Cohen, Chief Program Officer, Office of

Program Delivery Jeanni Stefanik, Chief Financial Officer

Date: __________________

2nd State or Contractor Signature if Needed

By: Name & Title of Person Signing for Signatory

Date: __________________

LEGAL REVIEW

Philip J. Weiser, Attorney General

By: Assistant Attorney General

Date: __________________

STATE CONTROLLER

Robert Jaros, CPA, MBA, JD

By:

Effective Date: __________________

Hurt,Genette Only leave the name and title for the person signing the Amendment per the signature delegation policy.

Mary Alice - Under $250K Stephanie - Over $250K Jeanni - All IA’s

State Purchasing and Contracts Office Note to Drafters: Modify this for any additional signatures, either additional contractor signatures or additional state agency signatures. Remove this if there will be no additional signatories.

Hurt,Genette Please have DocuSign fill in the name and title of the signer (it could be Amber Corbett, Cameron Burke, Lisa Castiglia, Jeanni Stefanik as is needed by the agency).

If High Risk Contract - will need to be signed by Melissa Vorenberg, Central Contracts Specialist.

Please send this contract to Melissa.Vorenberg@state.co.us for preliminary approval prior to submitting into OnBase.

Is High Risk if there is a Fiscal Rule Waiver or if they are determined to be High Risk or on the Automatic High Risk located at: https://drive.google.com/file/d/1Pa6FL-TETIHdE81p_PJ7x40UcgCFipuT/view?usp=sharing

Grant Agreement Number: Page 2 of 30 Version: 12-24

In accordance with §24-30-202, C.R.S., this Grant Agreement is not valid until signed and dated above by the State Controller or an authorized delegate.

Grant Agreement Number: Page 4 of 30 Version: 12-24

Table of Contents

State of Colorado Grant Agreement

Cover Page

Signature Page

Table of Contents

1. Parties

2. Term and Effective Date

3. Definitions

4. Statement of Work

5. Payments to Grantee

6. Reporting - Notification

7. Grantee Records

8. Confidential Information – State Records

9. Conflict of Interest

10. Insurance

11. Breach of Agreement

12. Remedies

13. Dispute Resolution

14. Notices and Representatives

15. Rights in Work Product and Other Information

16. Statewide Contract Management System

17. General Provisions

18. Colorado Special Provisions (Colorado Fiscal Rule 3-3)

1. Parties

This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the “Grantee”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the “State”). Grantee and the State agree to the terms and conditions in this Agreement.

2. Term and Effective Date

A. Effective Date

This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Grantee for any

Grant Agreement Number: Page 5 of 30 Version: 12-24

Work performed or expense incurred before the Effective Date, except as described in §5.D, or after the Fund Expenditure End Date. If the Work will be performed in multiple phases, the period of performance start and end date of each phase is detailed under the Project Schedule in Exhibit [Insert Exhibit Number].

B. Initial Term

The Parties’ respective performances under this Agreement shall commence on the Agreement Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated or further extended in accordance with the terms of this Agreement.

C. Extension Terms - State’s Option

The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same terms specified in this Agreement (each such period an “Extension Term”). In order to exercise this option, the State shall provide written notice to Grantee in a form substantially equivalent to Sample Option Letter attached to this Agreement.

D. End of Term Extension

If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at its discretion, upon written notice to Grantee as provided in §14, may unilaterally extend such Initial Term or Extension Term for a period not to exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms are available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement Agreement or modification extending the total term of this Agreement.

E. Early Termination in the Public Interest

The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Agreement by the State for breach by Grantee, which shall be governed by 12.A.i.

i. Method and Content

The State shall notify Grantee of such termination in accordance with §14. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement, and shall include, to the extent practicable, the public interest justification for the termination.

ii. Obligations and Rights

Salazar, Gina Note to Drafters: If this work will be performed in phases, then include this sentence along with the appropriate exhibit. If this is used, then ensure that the exhibit is referenced in both the definition of “Exhibits” and the order of precidence.

Salazar, Gina Note to Drafters: If an agency or program has a maximum number of extensions that can be used, then include the the maximum number of successive periods in this section (e.g. change it to read …or for a maximum of [#] successive periods, of 1 year or less…”

Note to Drafters: If an option will last longer than 1-year, then modify this clause accordingly.

Grant Agreement Number: Page 6 of 30 Version: 12-24

Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the rights and obligations set forth in §12.A.i.a.

iii. Payments

If the State terminates this Agreement in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Grantee for a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted portion of Grantee’s obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder.

F. Grantee’s Termination Under Federal Requirements

Grantee may request termination of this Grant by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the termination and the effective date of the termination. If this Grant is terminated in this manner, then Grantee shall return any advanced payments made for work that will not be performed prior to the effective date of the termination.

3. Definitions

The following terms shall be construed and interpreted as follows:

A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.

B. “Award” means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise.

C. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner.

The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach.

D. “Budget” means the budget for the Work described in Exhibit C.

E. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S.

F. “CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all

Salazar, Gina Note to Drafters: Some of these definitions may be deleted if they do not apply to your Agreement. Non-Federal Grants should delete references to the Federal Government. For all those that are left in, these definitions should be used as written to maximize uniformity across state contracts, unless a specific federal program that provides funds for this grant uses different terminology or definitions, at which point these definitions should be updated to match the definitions under that federal program.

Also, program-specific terms can be defined in a statement of work if there are a large number of program-specific definitions or if it makes the document clearer.

Salazar, Gina Note to Drafters: If your agreement will not have a separate budget and you will pay out the grant funds based on milestones or deliverables, then this definition may be removed. If this is removed, then also ensure you remove the “budget” exhibit from the definition of “exhibits” and the order of precedence.

Hurt,Genette Please be sure the Exhibit reference references the Budget Exhibit.

Note to Drafters: You may Modify the definition of a “Business Day” if the type of work requires Subrecipient to operate on days that are normally not business days . When doing so determine if the change will impact the entire Agreement where the term “Business Day” is used or if you need to create a different term for certain portions (such as “Operating Day”) if the vendor will work on certain days, but we may want to still use this definition of “Business Day” to count certain time periods.

Grant Agreement Number: Page 7 of 30 Version: 12-24 information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-72-302, C.R.S.

G. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.

H. “Cost Sharing” means a portion of project costs not paid under this Subaward. This includes match which refers to required levels of cost share that must be provided (2 CFR 200.306).

I. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature for this Agreement.

J. “End of Term Extension” means the time period defined in §2.D.

K. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement.

L. “Extension Term” means the time period defined in §2.C.

M. “Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract, under the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the Recipient. “Federal Award” also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program.

N. “Federal Awarding Agency” means a Federal agency providing a Federal Award to a Recipient. Insert Federal Awarding Agency's Full Legal Name and Acronym is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement.

O. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services.

P. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement.

Q. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et seq. C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent.

R. “Initial Term” means the time period defined in §2.B.

S. “Party” means the State or Grantee, and “Parties” means both the State and Grantee.

Salazar, Gina Note to Drafters: If your Subrecipient will have no access to any CJI, then this definition may be removed.

Hurt,Genette If removed, please be sure to remove any other references to CJI throughout the Agreement.

Grant Agreement Number: Page 8 of 30 Version: 12-24

T. “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or other credit card information as may be protected by state or federal law.

U. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-73-101, C.R.S. “PII” shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S.

V. “PHI” means any protected health information, including, without limitation any information whether oral or recorded in any form or medium: (i) that relates to the past, present, or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. PHI includes, but is not limited to, any information defined as Individually Identifiable Health Information by the federal Health Insurance Portability and Accountability Act.

W. “Recipient” means the State agency shown on the Signature and Cover Page of this Agreement, for the purposes of this Federal Award.

X. “Services” means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods.

Y. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.

Z. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S.

AA. “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.

Salazar, Gina Note to Drafters: If your Subrecipient will have no access to any PCI, then this definition may be removed.

Hurt,Genette If removed, please be sure to remove any other references to PCI throughout the Agreement.

Salazar, Gina Note to Drafters: If your Subrecipient will have no access to any PII, then this defintion may be removed and Exhibit E may be removed.

Hurt,Genette If removed, please be sure to remove any other references to PII throughout the Agreement.

Salazar, Gina Note to Drafters: If your Subrecipient will have no access to any PHI, then this definition may be removed.

If Subrecipient will be a Business Associate of the state as a Covered Entity for HIPAA purposes, then include a HIPAA BAA as well.

Hurt,Genette If removed, please be sure to remove any other references to HIPAA throughout the Agreement.

Note to Drafters: Remove these as appropriate based on your removal of the definitions of these terms above.

Grant Agreement Number: Page 9 of 30 Version: 12-24

BB. “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.

CC. “Subcontractor” means third-parties, if any, engaged by Grantee to aid in performance of the Work. “Subcontractor” also includes sub-grantees of grant funds.

DD. “Subrecipient” means an entity that receives a sub-award from a pass-through entity to carry out part of a Federal award. The term subrecipient does not include a beneficiary or participant. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of this Agreement, Grantee is a Subrecipient.

EE. “Tax Information” means federal and State of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation. Tax Information includes, but is not limited to all information defined as federal tax information in Internal Revenue Service Publication 1075.

FF. “Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to the Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal award specifically indicate otherwise.

GG. “Work” means the Goods delivered and Services performed pursuant to this Agreement.

HH. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work.

Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit.

4. Statement of Work

Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Agreement.

5. Payments to Grantee

A. Maximum Amount

Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Agreement that exceeds the Agreement Maximum for each State Fiscal Year shown on the Cover Page of this Agreement.

Salazar, Gina Note to Drafters: If your Subrecipient will have no access to any Tax Information, then this definition may be removed.

If federal tax information will be included as part of the Agreement, then include all required Confidentiality of Taxpayer Certifications.

Salazar, Gina Note to Drafters: Update this to address any other exhibits as necessary based on where the statement of work is described. This is important so that the Statement of Work is properly referenced in the contractual language.

Hurt,Genette Please check the reference to the Exhibit and make sure it is correct.

Note to Drafters: For contracts that have continuous grant or other funding and will span multiple State Fiscal Years, this may be modified to remove the reference to the State Fiscal Year.

Grant Agreement Number: Page 10 of 30 Version: 12-24

B. Payment Procedures

i. Invoices and Payment

a. The State shall pay Grantee in the amounts and in accordance with the schedule and other conditions set forth in Exhibits A, B and C.

b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by the State.

c. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Grantee and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Grantee shall make all changes necessary to correct that invoice.

d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under this Agreement.

ii. Interest

Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing.

Grantee shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of days’ interest to be paid and the interest rate.

iii. Payment Disputes

If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Grantee’s receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State’s review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection.

iv. Available Funds-Contingency-Termination

The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant Funds, the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State’s liability for such payments shall be limited to the

Salazar, Gina Note to Drafters: If all payment conditions will be included here in the body of the Agreement instead of exhibit A, then modify this section as appropriate to describe all necessary payment conditions, including when and for what payments will be made. If the payment provisions will be included in a different exhibit, then update the reference to those exhibits accordingly.

This should reference the SOW, Budget and Additional Provisions.

Grant Agreement Number: Page 11 of 30 Version: 12-24 amount remaining of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.E.

v. Option to Increase Maximum Amount

If the Signature and Cover Pages for this Agreement show that the State has the Option to Increase or Decrease Maximum Amount, then the State, at its discretion, shall have the option to increase or decrease the statewide quantity of Goods and Services based upon the rates established in this Agreement, and increase or decrease the maximum amount payable accordingly. In order to exercise this option, the State shall provide written notice to Grantee in a form substantially equivalent to the Sample Option Letter attached to this Agreement. Delivery of Goods and performance of Services shall continue at the same rates and terms as described in this Agreement. The State may include and incorporate a revised budget with the option letter, as long as the revised budget does not unilaterally change rates or terms specified in the Agreement.

vi. Federal Recovery

The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below.

C. Matching Funds

Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full amount of Matching Funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Grantee’s obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee.

Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee’s laws or policies.

D. Reimbursement of Grantee Costs

Only with prior written approval, the State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in Exhibit A and §5.A for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change

Salazar, Gina Note to Drafters: Update this to match the actual exhibits where matching funds are discussed.

Salazar, Gina Note to Drafters: This sentence may be removed or modified if Grantee is permitted under the terms of the grant to raise matching funds during the course of the project or if the match will be an in-kind match.

Salazar, Gina Note to Drafters: Update this to match the actual exhibits where matching funds are discussed.

Salazar, Gina Note to Drafters: If Grantee can obligate funds for future years, then this sentence may be removed.

Salazar, Gina Note to Drafters: If Grantee is not required to provide matching funds, then remove this paragraph.

Salazar, Gina Note to Drafters: If Grantee is not a public entity, then remove this sentence.

Note to Drafters: Update this to match the actual exhibits where reimbursement of costs are discussed.

Grant Agreement Number: Page 12 of 30 Version: 12-24 does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement, or after any phase performance period end date for a respective phase of the Work, shall not be reimbursable. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if those costs are:

i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and

ii. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred).

E. Close-Out

Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. To complete close-out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Agreement and Grantee’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If the Federal Awarding Agency has not closed this Federal Award within one year and 90 days after the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement due to Grantee’s failure to submit required documentation, then Grantee may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted.

6. Reporting - Notification

A. Quarterly Reports

In addition to any reports required pursuant to §16 or pursuant to any other Exhibit, for any Agreement having a term longer than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five Business Days following the end of each calendar quarter or at such time as otherwise specified by the State.

B. Litigation Reporting

If Grantee is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Grantee’s ability to perform its obligations under this Agreement, Grantee shall, within ten days after being served, notify the State of such action and deliver copies of such pleading or document to the State’s Principal Representative identified on the Cover Page for this Agreement.

Salazar, Gina Note to Drafters: Update this to match the actual exhibits where reimbursement of costs are discussed.

Salazar, Gina Note to Drafters: If Grantee will not be paid under a cost reimbursement structure (e.g. they are paid on milestones or delvierables), then this section should be removed.

Salazar, Gina Note to Drafters: OMB guidance on federal funds allows for 90 days of “closeout”. In order to ensure that we have sufficient time to finalize all documents necessary to close out this award in that timeline, we should use a lower number. This may be changed if we need either more or less time to properly closeout the award or if specific award has a different closeout timeline.

Also, regardless of funding source, if you have need of a more restrictive guideline or want to match this to a state fiscal year (so long as it also complies with any federal requirements if federal money is used), then this section may be updated accordingly.

Salazar, Gina Note to Drafters: If you are not using funds from a Federal Award that allows expenditure of funds following the termination of the agreement, then this last sentence should be deleted, if the Fund Expenditure Date extends past the Agreement’s termination date (though no work may be performed past the termination of the Agreement, only the payment for work already performed).

Also, if funds are provided by a federal formula or block grant, then this entire paragraph may be deleted or modified as necessary to match it to the requirements and timelines of that federal grant.

Note to Drafters: Reporting period can be changed to”upon request of the State; monthly; quarterly; semi-annually; or annually” depending on the SOW.

Grant Agreement Number: Page 13 of 30 Version: 12-24

C. Performance and Final Status

Grantee shall submit all financial, performance and other reports to the State no later than 45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised by the State, containing an evaluation and review of Grantee’s performance and the final status of Grantee’s obligations hereunder.

D. Violations Reporting

Grantee shall disclose, in a timely manner, in writing to the State and the Federal Awarding Agency, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State or the Federal Awarding Agency may impose any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include, without limitation, suspension or debarment.

7. Grantee Records

A. Maintenance

Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall maintain such records for a period (the “Record Retention Period”) of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property.

B. Inspection

Grantee shall permit the State, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State.

C. Monitoring

The State will monitor Grantee’s performance of its obligations under this Agreement using procedures as determined by the State. The federal government and any other duly authorized agent of a governmental agency, in its discretion, may monitor Grantee’s

Note to Drafters: this should be increased to be a longer period if the federal government or another grantor requires a longer record retention period.

Grant Agreement Number: Page 14 of 30 Version: 12-24 performance of its obligations under this Agreement using procedures as determined by that governmental entity. Grantee shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State’s risk analysis of Grantee and this Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work.

D. Final Audit Report

Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee’s records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. Additionally, if Grantee is required to perform a single audit under 2 CFR 200.501, et seq., then Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government.

8. Confidential Information – State Records

A. Confidentiality

Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines.