MEMORANDUM OF UNDERSTANDING Management Committee For the Regional Economic Models, Inc. Economic Impact Analysis Program WHEREAS, the Common Sense Policy Roundtable Forum The Regents of the University of Colorado, a body corporate, On behalf the University of Colorado Boulder?s Business Research Division at the Leeds School of Business (?Leeds School? or ?University?), the Metro Denver Economic Development Corporation (?Metro Denver?), and the Denver South Economic Development Partnership (?Denver South?) (together, the ?Participating Members?) have come together to collaborate on a program to facilitate unbiased, third-party economic impact analysis using regional economic modeling research related to policy decisions and economic events in Colorado using licensed Regional Economic Models, Inc. technology Program?); and WHEREAS, has a licensing agreement with REMI, which allows and its authorized user access to the REMI economic modeling program software So?ware?) to produce economic models for three regions: Denver Metro, Denver South, and the remaining parts of Colorado; and WHEREAS, the REMI Program will be conducted by a research team at the Leeds School, pursuant to an agreement between and the Leeds School; and WHEREAS, Metro Denver and Denver South have an interest in the results of projects to be conducted under the Program and will participate in proposing, approving, and funding projects under the REMI Program pursuant to joint funding agreements between these organizations and and WHEREAS, has created a committee consisting of appointees from the Leeds School, Metro Denver and Denver South (altogether the ?Participating Members?) to oversee and manage the Program (?Management Committee?), with responsibilities to include reviewing project proposals, approving projects, and providing the Leeds School with a scope of work for each approved project, including timelines; and WHEREAS, these activities will require considerable coordination and communication between the parties involved; NOW, THEREFORE, it is unanimously agreed by and between the Participating Members of the Management Committee as follows: 1. Management Committee Membership a. Each Participating Member may appoint, in writing to two representatives to the Management Committee who have the authority to make decisions regarding the REMI Program on behalf of their organization. The Management Committee shall consist of all representatives who have been properly appointed by a Participating Member. b. As set forth in the Resolution creating the Management Committee, the Board shall appoint one member of the Management Committee as Chair of the Management Committee. The Chair shall call, conduct and cause minutes to be prepared for each Management Committee meeting. 0. The committee members shall have equal voting rights. Meetings a. Regglar Meetings. A regular quarterly meeting of the Management Committee shall be called by the Management Committee chair. Meetings may be held by telephone or other means of communication. b. Special Meetings. Special meetings of the Management Committee may be called by any committee member. Special meetings may also be held by telephone or other means of communication. c. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called (provided that other matters not described in such notice may also be discussed at such meeting), shall be delivered by or at the direction of the person or persons calling such meeting, to each committee member not less than ten (10) days before the date of the meeting. Such notice shall either be delivered in person, by regular mail, electronic mail, teletype or other form of communication. All methods of notice shall be effective when received. Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein for giving notice, shall be deemed equivalent to the giving of such notice. d. Quorum. A majority of the number of committee members serving on the Management Committee at the time notice of a meeting (whether regular or special) is given shall constitute a quorum for the transaction of business at such meeting of the Management Committee; but if less than a majority of the committee members are present ,at said meeting, a majority of the committee members present may adjourn and reconvene the meeting from time to time without further notice. e. Manner of Acting. The act of a majority of the Management Committee members present at a meeting at which a quorum is present shall be the act of the Management Committee. f. Action Without Meeting. Any action which may be taken at a meeting of committee members may be taken without a meeting by less than unanimous written consent if every committee member either votes in writing for or against theaction in question, or in writing abstains and waives the right to demand that a meeting be held. The act of a majority of all of the committee members shall be the act of the Management Committee under this Section. Telecommunication Meetings. One or more committee members may participate in a meeting by means of telephone er video conference, Internet, e-mail or similar communication equipment by which all committee members participating in the meeting can either hear or communicate with each other at the same time and such participation shall constitute presence at the meeting. Compensation Management Committee members shall not receive any compensation for their services as such. Project Review and ADDroval a. The Management Committee will review project proposals for analysis of economic impacts of policy decisions and economic events in Colorado. Any proposal shall specify the area of Denver Metro, Denver South, or the remaining parts of Colorado. The Management Committee may require a particular format for project proposals. Upon approval of a project proposal, the Management Committee will provide the Leeds School with a written description and scope of work for the approved REMI Project, which may include input or output speci?cations and project timeline expectations. The Leeds School will notify the Management Committee in writing if a REMI Project is a con?ict of interest for or is in con?ict with the mission and values of the University of Colorado System. If such noti?cation is provided, the Leeds School will not conduct ?irther work on that project. The Board of Directors may access information or work product of the Management Committee, and such information and work product shall be provided to the Board of Directors upon request. The activities of the Management Committee are subject to review by the Board of Directors. Con?dentialng a. The Participating Members agree not to disclose the con?dential information of the other Participating Members. Any work product of the REMI Program, including reports, may only be disclosed by a Participating Member if the Management Committee approves the release of such information. Notwithstanding, it is understood that the University is a public institution, and as such is subject to the Colorado Public Records Act, C.R.S. 24-72-101 et seq. and that the University?s obligations under CORA supersede its obligations under this provision. For absence of doubt this Agreement is not considered con?dential and is subject to disclosure under CORA. 6. Rules The Management Committee may adopt rules for its own government not inconsistent with the Articles of Incorporation or Bylaws, the licensing agreement between REMI and any rules or agreements adopted by the Board of Directors, or Colorado Law. 7. Adding Parties In the future, the REMI Program may bene?t from adding other Participating Members to assist with the project proposals and funding. Other organizations can join the REMI Program only after approval by written resolution or written agreement of the Board of Directors, and will become a Participating Member upon signing an amendment to this Memorandum of Understanding. We, the undersigned, have read and agree with this Memorandum of Understanding. Representing: Common Sense Policy Roundtable Forum I )Wg?i?l Date: By: Russell Moore, Provost Executive Vice Chancellor for'Academic Affairs Representing: The Regents of the University of Colorado, a body corporate, on behalf of the University of Colorado Boulder?s Business Research Division at the Leeds School of Business Date: Representing: Metro Denver Economic Development Corporation Datezw 4/ 20 I Representing: Denver South Economic Development Partnership Date: 7//5