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HomeMy WebLinkAbout09726 ORDINANCE NO: 9726 AN ORDINANCE APPROVING AND ACCEPTING THE STATE OF COLORADO GRANT AGREEMENT NO. CTGG1 SGAA 2020-2967 FROM THE COLORADO DEPARTMENT OF REGULATORY AGENCIES IN THE AMOUNT OF $48,318.96, ESTABLISHING PROJECT NO. PS2007, BUDGETING AND APPROPRIATING THE GRANT FUNDS TO PROJECT NO. PS2007, AND AUTHORIZING THE MAYOR TO EXECUTE SAME WHEREAS, the City of Pueblo’s 911 Communications Center is the sole Public Safety Answering Point (PSAP) for all 911 calls placed within the City of Pueblo; and WHEREAS, the Colorado Public Utilities Commission has mandated that all Public Safety Answering Points (PSAPs) transition to the Emergency Services IP Network (ESInet) before March 2021; and WHEREAS, the City of Pueblo’s 9-1-1 Communications’ Center is in need of funding for data migration costs and project management fees associated with the implementation of ESInet; and WHEREAS, the Colorado Department of Regulatory Agencies will provide the City of Pueblo with $48,318.96 to assist with those associated costs and fees per the terms of the State of Colorado Grant Agreement No. CTGG1 SGAA 2020-2967; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The State of Colorado Grant Agreement No. CTGG1 SGAA 2020-2967 (the “Agreement”), a copy of which is attached hereto and made a part hereof by reference, by and between the City of Pueblo, a Municipal Corporation, and the State of Colorado through the Colorado Department of Regulatory Agencies, making available $48,318.96 in state and federal funds, after having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The Mayor is hereby authorized to execute the Agreement in the name and on behalf of the City of Pueblo, where the Mayor may execute the Agreement by electronic signature and such electronic signature shall be attributable to the Mayor and the City of Pueblo. SECTION 3. ESInet 9-1-1 Services Project No. PS2007 is hereby established. SECTION 4. Funds in the amount of $48,318.96 shall be accepted pursuant to the Agreement and budgeted and appropriated to Project No. PS2007. SECTION 5. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Ordinance and the attached instruments to effectuate the transactions described therein. SECTION 6. The Ordinance shall become effective immediately upon passage and approval. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW Action by City Council: Introduced and initial adoption of Ordinance by City Council on June 8, 2020 . Final adoption of Ordinance by City Council on June 22, 2020 . President of City Council Action by the Mayor: ☒ Approved on June 26, 2020 . □ Disapproved on based on the following objections: _ Mayor Action by City Council After Disapproval by the Mayor: □ Council did not act to override the Mayor's veto. □ Ordinance re-adopted on a vote of , on □ Council action on _______ failed to override the Mayor’s veto. President of City Council ATTEST City Clerk City Clerk’s Office Item # R-6 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: June 8, 2020 TO: President Dennis E. Flores and Members of City Council CC: Nicholas A. Gradisar, Mayor VIA: Brenda Armijo, City Clerk FROM: Troy D. Davenport, Chief of Police Michael Bennett, Deputy Chief of Police Brett A. Wilson, Police Captain Kim Jeffries, Acting Dispatch Manager SUBJECT: AN ORDINANCE APPROVING AND ACCEPTING THE STATE OF COLORADO GRANT AGREEMENT NO. CTGG1 SGAA 2020-2967 FROM THE COLORADO DEPARTMENT OF REGULATORY AGENCIES IN THE AMOUNT OF $48,318.96, ESTABLISHING PROJECT NO. PS2007, BUDGETING AND APPROPRIATING THE GRANT FUNDS TO PROJECT NO. PS2007, AND AUTHORIZING THE MAYOR TO EXECUTE SAME SUMMARY: This Ordinance will approve and accept a grant agreement from the Colorado Department of Regulatory Agencies in the amount of $48,318.96 for non-recurring charges and project management fees related to the installation of equipment and the migration of the City’s 9-1- 1 trunks to the Emergency Services IP Network (ESInet). PREVIOUS COUNCIL ACTION: City Council previously approved Resolution No. 14335 on December 23, 2019, allowing the City to apply to the Public Utilities Commission (PUC) for funds to assist with the ESInet migration. BACKGROUND An ESInet is a managed IP network that is used for emergency services communications, and which can be shared by all public safety agencies within Colorado. It provides the IP transport infrastructure upon which independent application platforms and core services can be deployed, including, but not restricted to, those necessary for providing Next Generation 9-1-1 (NG9-1-1) services. The Colorado Public Utilities Commission has mandated that all Public Safety Answering Points (PSAPs) transition to ESInet before March 2021. The PUC obtained a federal grant to assist PSAPs with initial data migration costs and project management fees associated with the implementation of ESInet. This grant agreement is to accept funds from the PUC, partially comprised of those federal grant funds, for the ESInet migration. FINANCIAL IMPLICATIONS: Funds in the amount of $48,318.96 shall be budgeted and appropriated into Project No. PS2007. There is no City match required. BOARD/COMMISSION RECOMMENDATION: Not applicable. STAKEHOLDER PROCESS: Not applicable. ALTERNATIVES: Failure to implement an Emergency Services IP Network (ESInet) will impact the City’s ability to provide 9-1-1 services to the citizens of Pueblo. RECOMMENDATION It is the recommendation of the Chief of Police that the grant agreement be approved and executed. Attachments: Ordinance State of Colorado Grant Agreement No. CTGG1 SGAA 2020-2967 CTGG1 SGAA 2020-2967 STATE OF COLORADO GRANT AGREEMENT COVER PAGE State Agency Agreement Number Department of Regulatory Agencies CTGG I SGAA 2020-2967 Grantee Agreement Performance Beginning Date City of Pueblo 6/1/2020 Initial Agreement Expiration Date 12/31/2021 Agreement Maximum Amount Fund Expenditure End Date Initial Term March 31,2022 Agreement Authority Federal Amount $29,991.38 By the authority of the Federal Award identified by Federal Award Identification Number 69N37619300000911CO0,as CPAP Amount $19,327.58 well as Colorado Public Utilities Commission Decisions C18-0751 and C19-0331. TOTAL $48,318.96 Agreement Purpose Grantee is a governing body,as described in C.R.S. §29-11-104(1)(formed by intergovernmental agreement among governing bodies as defined in C.R.S. §29-1 1-101(4),the geographic jurisdictions of which are located partially or wholly City of Pueblo, Colorado). Service suppliers,defined in C.R.S. § 29-11-101(7)(i.e.,telephone carriers),collect the emergency telephone charge,defined in C.R.S. §29-1 1-101(1.7),and remit it to the governing bodies under C.R.S. §29-1 1-103.Governing bodies must use the resulting funds in accordance with C.R.S. § 29-1 1-104(2).Generally,but not exclusively,governing bodies support public safety answering points("PSAPs")in their jurisdictions. The Colorado Department of Regulatory Agencies("DORA")received a federal grant to provide federal financial assistance for the implementation and operation of 911 services. The Colorado Public Utilities Commission("PUC")allocated funds from the Colorado Performance Assurance Plan("CPAP")Tier 2 fund to meet the matching funds requirement in the federal grant. Separately, Qwest Corporation, d/b/a CenturyLink QC("CenturyLink")sought approval of an initial tariff regarding Next Generation 9-1-1 ESlnet services. Several governing bodies participated in that proceeding and CenturyLink Colorado Tariff No. 25(the"Tariff")was eventually approved by the PUC. The Tariff requires that all PSAPs migrate from the existing legacy 9-1-1 network to an Emergency Service IP Network(the"ESInet"). DORA,acting through the PUC,has proposed to use the federal grant funds and the matching state funds to reimburse governing bodies across Colorado for the expenses they incur in paying non-recurring costs, including project management fees, under the Tariff. These are costs incurred in migrating the PSAPs to the ESlnet. Grantee primarily provides support to the PSAPs operated by the local governments in City of Pueblo. Grantee is the customer purchasing services from CenturyLink under the Tariff,and Grantee will pay CenturyLink directly under the Tariff. The purpose of this Agreement is to reimburse Grantee for amounts it pays for non-recurring costs under the Tariff. Grantee may also be reimbursed for other expenses directly related to the migration of PSAPs in City of Pueblo to the ES1net,pending approval by the Federal Grantor. For clarity,nothing in this Agreement gives the State any right or interest in or to the ESlnet or to anything procured by Grantee;the State is merely reimbursing Grantee for eligible expenses,provided that Grantee submits the required information to the PUC in accordance with this Agreement. 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, Federal Provisions. 4. Exhibit Cl,Monthly Narrative Form 5. Exhibit C2 Completion of Project Form 6. Exhibit C3,Certificate of Matching Funds 7. Exhibit C 4 Request for Reimbursement Grant Agreement Number: Page 1 of 23 Version 0219 CTGG I SGAA 2020-2967 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. Colorado Special Provisions in §17 of the main body of this Agreement. 2. Exhibit C, Federal Provisions. 3. The provisions of the other sections of the main body of this Agreement. 4. Exhibit A, Statement of Work. 5. Exhibit B, Budget. Principal Representatives For the State: For Grantee: Daryl Branson Kim Jeffries Colorado Public Utilities Commission City of Pueblo 1560 Broadway, Ste 250 200 S. Main St.. Denver,CO 80202 Pueblo,CO 81003 daryl.branson@state.co.us kjeffries@pueblo.us Grant Agreement Number: Page 2 of 23 Version 0219 DocuSign Envelope ID:CF9A8370-3FCA-465F-B40E-AABE9E3DAF68 DoaSign Envelope ID:Al C8939D-3AC8-47F6-AB3E-E246F5AB497E CLOG l SOAA 2020.2967 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrents that the signer is duly authorized to execute this Agreement and to bind the Patty authorizing such signattue. GRANTEE STATE OF COLORADO City of Pueblo Jared S.Polls,Governor Department of Regulatory Agencies l��/ Patty Salazar,Executive Director �ilige /®� ��1 �DoeuSigned by: - Ptl*r- `-7C6B8B923FC449C_. Sy:Patty Salazar in idName and ide 7/29/2020 Date: Date: 4.01t•7040 LEGAL REVIEW Philip J.Weiser,Attorney General By:Assistant Attorney General • Date: In accordance with§24-30.202.C.R.S.,this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros,CPA,MBA,JD —.. ADoeu__Signed by: lryl/�Yitill1 RAM,intAlri/ANA MAtimpabternariarn.DORA Controller 7/29/2020 Effective Date: Gram Agreement Nwnhrs: Page 3 of 23 Version 0219 CTGG I SGAA 2020-2967 1. PARTIES This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the "Grantee"), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Agreement (the "State"). Grantee and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be expended by the Fund Expenditure End Date shown on the Signature and Cover Page for this Agreement. The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Grantee for any Work performed or expense incurred before the Effective Date. 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 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. Grant Agreement Number: Page 4 of 23 Version 0219 CTGG I SGAA 2020-2967 i. Method and Content The State shall notify Grantee of such termination. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement, and shall include, to the extent practicable, the public interest justification for the termination. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the rights and obligations set forth in the Agreement11.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 may request termination of this Grant by sending notice to the State which includes the reason for the termination and the effective date of the termination. 3. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. C. "Breach of Agreement" means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach. D. "Budget" means the budget for the Work described in Exhibit B. E. "Business Day" means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1), C.R.S. F. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S. Grant Agreement Number: Page 5 of 23 Version 0219 CTGG I SGAA 2020-2967 G. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature for this Agreement. H. "End of Term Extension" means the time period defined in the Agreement.2.D. 1. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Cover Page for this Agreement. J. "Extension Term" means the time period defined in the Agreement. K. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract, under the Federal Acquisition Regulations or by a formula or block grant, by a Federal Awarding Agency to the Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. L. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. The National Highway Traffic Safety Administration (NHTSA) is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. M. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. N. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. 0. "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 Information regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State's knowledge, instruction, or consent. P. "Initial Term" means the time period defined in §2.B. Q. "Matching Funds" means the funds provided Grantee as a match required to receive the Grant Funds. R. "Party" means the State or Grantee, and "Parties" means both the State and Grantee. S. "PII" means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §24-72-501, C.R.S. T. "Recipient" means the State agency shown on the Signature and Cover Page of this Agreement, for the purposes of this Federal Award. Grant Agreement Number: Page 6 of 23 Version 0219 CTGG 1 SGAA 2020-2967 U. "Services" means the services to be performed by Grantee as set forth in this Agreement, and shall include any services to be rendered by Grantee in connection with the Goods. V. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. W. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. X. "State Fiscal Year" means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. Y. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. Z. "Subcontractor" means third-parties, if any, engaged by Grantee to aid in performance of the Work. "Subcontractor" also includes sub-grantees of grant funds. AA. "Subrecipient" means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. For the purposes of this Agreement, Grantee is a Subrecipient. BB. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200, commonly known as the "Super Circular, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. CC. "Work" means the Goods delivered and Services performed pursuant to this Agreement. DD. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. Grant Agreement Number: Page 7 of 23 Version 0219 CTGG I SGAA 2020-2967 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 and CPAP Tier 2 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 Signature and Cover Page of this Agreement. B. Payment Structure This is a reimbursement grant. The 9-1-1 governing body (Grantee) will pay the costs described in the grant agreement with its own funds. These costs consist of the tariffed non- recurring costs for migration to the Emergency Services IP-network. The Grantee will be reimbursed using the federal grant funds (paying 60% of the costs) and the CPAP Tier 2 funds (paying 40% of the costs). The federal grant funds awarded amount to approximately $2.3 million. The CPAP Tier 2 funds are non-state funds that are under the control of the Public Utilities Commission, and the Commission has designated up to $1.65 million of these funds to be used as the 40% matching requirement for the grant. 1. The 9-1-1 governing body (Grantee) will pay the tariffed rate for the non-recurring costs related to migration to the Emergency Services IP-network (ESInet), as described in the grant agreement. They will pay this with their own funds. 2. The Grantee will provide PUC Staff with proof of payment, invoice and the appropiate completed (Exhibit Cl or C2) along with a completed Exhibit C4. 3. PUC Staff will authorize payment to Grantee for forty (40) percent of the amount paid by Grantee in Exhibit C 2 for migration to the ESlnet from the CPAP Tier 2 funds 4. Grantee shall complete and submit Exhibit C 3 form to PUC. 5. PUC will review Exhibit C 3 and PUC will authorize and process payment to Grantee for the remaining sixty (60) percent from the appropriate DORA federal appropriation. C. Payment Procedures i. Invoices and Payment a. PUC shall authorize payment from the CPAP Tier 2 account to Grantee in the amounts and in accordance with the schedule and other conditions set forth in Exhibit A and Exhibit C2. b. Grantee shall initiate payment requests by invoice to the PUC, in a form and manner approved by the State. Grant Agreement Number: Page 8 of 23 Version 0219 CTGG 1 SGAA 2020-2967 c. Payment to Grantee shall correctly represent Work completed by Grantee and previously accepted by the State during the term. If the State determines that the amount of payment request is incorrect, then Grantee shall make all changes necessary to correct that payment request. d. The acceptance of a payment request 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 of payment by the federal grant program shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Grantee shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of day's interest to be paid and the interest rate. Any interest paid shall only be paid from the CPAP Tier 2 account. No State funds shall be used. iii. Payment Disputes If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the State in writing of its dispute within 30 days following the earlier to occur of Grantee's receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Grantee and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the State's review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Grant Funds, the State's obligation to pay Grantee shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the State's liability for such payments shall be limited to the amount remaining of such Grant Funds. If State, federal 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 the Agreement. Grant Agreement Number: Page 9 of 23 Version 0219 CTGG 1 SGAA 2020-2967 v. Federal Recovery The close-out of a Federal Award does not affect the right of the Federal Awarding Agency or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period, as defined below. D. Matching Funds. This Grant Agreement requires no Matching Funds to be provided by the Grantee. The matching requirement of the Federal Grant Award shall be satisfied as described in Exhibit B. E. Reimbursement of Grantee Costs. The State shall reimburse Grantee's allowable costs, not exceeding the maximum total amount described in Exhibit A and §5 for all allowable costs described in this Grant and shown in the Budget, except that Grantee may adjust the amounts between each line item of the Budget without formal modification to this Agreement as long as the Grantee provides notice to the State of the change, the change does not modify the total maximum amount of this Agreement or the maximum amount for any state fiscal year, and the change does not modify any requirements of the Work. The State shall reimburse Grantee for the federal share of properly documented allowable costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit A. 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 Grant Agreement Number: Page 10 of 23 Version 0219 CTGG I SGAA 2020-2967 6. REPORTING - NOTIFICATION A. Monthly Reports. Grantee shall provide PUC staff with a completed Exhibit C 1, Monthly Narrative of Project Activates B. Quarterly Reports. In addition to any reports required 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. C. 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 10 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. D. 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. E. 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 Grant Agreement Number: Page I I of 23 Version 0219 CTGG 1 SGAA 2020-2967 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 to audit, inspect, examine, excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make Grantee Records available during normal business hours at Grantee's office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two Business Days' notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Grantee's performance of its obligations under this Agreement using procedures as determined by the State. The federal government and any other duly authorized agent of a governmental agency, in its discretion, may monitor Grantee's performance of its obligations under this Agreement using procedures as determined by that governmental entity. Grantee shall allow the State to perform all monitoring required by the Uniform Guidance, based on the State's risk analysis of Grantee and this Agreement. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Grantee's performance in a manner that does not unduly interfere with Grantee's performance of the Work. D. Final Audit Report Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee's records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a third party. Additionally, if Grantee is required to perform a single audit under 2 CFR 200.501, et seq., then Grantee shall submit a copy of the results of that audit to the State within the same timelines as the submission to the federal government. 8. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Grantee shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Agreement, permitted by law or approved in Writing by the State. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Grantee shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their Grant Agreement Number: Page 12 of 23 Version 0219 CTGG I SGAA 2020-2967 obligations under this Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Grantee can establish that none of Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted time, the State, in its sole discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the State for the reasonable costs thereof. E. Safeguarding PII If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Grantee shall be a "Third-Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. 9. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Agreement. Such a conflict of interest would arise when a Grantee or Subcontractor's Grant Agreement Number: Page 13 of 23 Version 0219 CTGG I SGAA 2020-2967 employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. B. Apparent Conflicts of Interest Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State's interests. Absent the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 10. BREACH OF AGREEMENT In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of Agreement to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §11 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State; or if Grantee is debarred or suspended under §24- 109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect. 11. REMEDIES A. State's Remedies If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in the Agreement, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Grantee's uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Additionally, if Grantee fails to comply with any terms of the Federal Award, then the State may, in its discretion or at the direction of a Federal Awarding Agency, terminate this entire Agreement or any part of this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance past the effective date of such notice, Grant Agreement Number: Page 14 of 23 Version 0219 CTGG 1 SGAA 2020-2967 and shall terminate outstanding orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement's terms. At the request of the State, Grantee shall assign to the State all of Grantee's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee but in which the State has an interest. At the State's request, Grantee shall return materials owned by the State in Grantee's possession at the time of any termination. Grantee shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State's request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Grantee was not in breach or that Grantee's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest. c. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Grantee, and the State may withhold payment to Grantee for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Grantee's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance with the State's directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Grantee's actions or inactions, cannot be performed or if they were performed are reasonably of no Grant Agreement Number: Page 15 of 23 Version 0219 CTGG 1 SGAA 2020-2967 value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Grantee's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest. e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (ii) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the State. B. Grantee's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period and the dispute resolution process shall have all remedies available at law and equity. 12. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Grantee for resolution. B. Resolution of Controversies If the initial resolution described in the Agreement12.A fails to resolve the dispute within 10 Business Days, Grantee shall submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency named on the Cover Page of this Agreement as described in §24-102-202(3), C.R.S. for resolution following the same resolution of controversies process as described in §24-106-109, C.R.S., and §§24-109- 101.1 through 24-109-505, C.R.S. (the "Resolution Statutes"), except that if Grantee wishes to challenge any decision rendered by the Procurement Official, Grantee's challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, in the same manner as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations regardless of whether the Colorado Procurement Code applies to this Agreement. 13. NOTICES AND REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (A) by hand with Grant Agreement Number: Page 16 of 23 Version 0219 CTGG 1 SGAA 2020-2967 receipt required, (B) by certified or registered mail to such Party's principal representative at the address set forth below or (C) as an email with read receipt requested to the principal representative at the email address, if any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's principal representative at the address set forth on the Cover Page for this Agreement. Either Party may change its principal representative or principal representative contact information, or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative, by notice submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. 14. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, "State Materials"). Grantee shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Grantee's obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Grantee shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. B. Exclusive Property of Grantee Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third-party materials, delivered by Grantee under this Agreement, whether incorporated in a deliverable or necessary to use a deliverable (collectively, "Grantee Property"). Grantee Property shall be licensed to the State as set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 15. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on the Effective Date or at any time thereafter, this section shall apply. Grantee agrees to be governed by and comply with the provisions of§§24-106-103, 24-102-206, 24-106-106, and 24- 106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of Agreement performance information in the State's Agreement management system ("Contract Management System" or "CMS"). Grantee's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. Grant Agreement Number: Page 17 of 23 Version 0219 CTGG I SGAA 2020-2967 16. GENERAL PROVISIONS A. Assignment Grantee's rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Agreement. B. Subcontracts Grantee shall not enter into any subcontract in connection with its obligations under this Agreement without providing notice to the State. The State may reject any such Subcontractor, and Grantee shall terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform any work after that Subcontractor's subcontract has been rejected by the State. Grantee shall submit to the State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. If the entity with whom Grantee enters into a subcontract or subgrant would also be considered a Subrecipient, then the subcontract or subgrant entered into by Grantee shall also contain provisions permitting both Grantee and the State to perform all monitoring of that Subcontractor in accordance with the Uniform Guidance. C. Binding Effect Except as otherwise provided in the Agreement, all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, Grant Agreement Number: Page 18 of 23 Version 0219 CTGG 1 SGAA 2020-2967 deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Agreement by reference. I. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than Agreement amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Grantee's or a Subcontractor's website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Agreement. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of this Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Grantee. Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to have in place in connection with this Agreement. Grant Agreement Number: Page 19 of 23 Version 0219 CTGG 1 SGAA 2020-2967 O. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in the Agreement, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. Q. CORA Disclosure To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Grantee's industry, trade, or profession. S. Licenses, Permits, and Other Authorizations. Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or Subcontractor, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. T. Federal Provisions Grantee shall comply with all applicable requirements of Exhibit C at all times during the term of this Grant. 17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all agreements except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Agreement shall not be valid until it has been approved by the State's Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. Grant Agreement Number: Page 20 of 23 Version 0219 CTGG I SGAA 2020-2967 C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Grantee shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW,JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of§24-106-109 C.R.S. Any term included in this Agreement that limits Grantee's liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Agreement, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Agreement. Grant Agreement Number: Page 21 of 23 Version 0219 CTGG 1 SGAA 2020-2967 H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30- 202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39- 21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State's discretion, payments made to Grantee in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services! Grantee certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E-Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a Subcontractor that fails to certify to Grantee that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Grantee (i) shall not use E-Verify Program or the program procedures of the Colorado Department of Labor and Employment Grant Agreement Number: Page 22 of 23 Version 0219 CTGG I SGAA 2020-2967 ("Department Program") to undertake pre-employment screening of job applicants while this Agreement is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within three days if Grantee has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Grantee participates in the Department program, Grantee shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Grantee fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Agreement for breach and, if so terminated, Grantee shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Grantee, if a natural person 18 years of age or older, hereby swears and affirms under penalty of perjury that Grantee (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Agreement. Grant Agreement Number: Page 23 of 23 Version 0219 CTGG 1 SGAA 2020-2967 EXHIBIT A, STATEMENT OF WORK STATE OF COLORADO DEPARTMENT OF REGULATORY AGENCIES PUBLIC UTILITIES COMMISSION This Statement of Work is between the State of Colorado, Department of Regulatory Agencies, Public Utilities Commission, 9-1-1 Program, 1560 Broadway, Suite 250, Denver, Colorado 80202, hereinafter referred to as the State, and Grantee, which is City of Pueblo, hereinafter referred to as "Sub-grantee". Grantee Service Area consists of City of Pueblo. Grant Award The State of Colorado on behalf of all eligible entities within its jurisdiction, has designated the Public Utilities Commission to serve as the 9-1-1 Coordinator for the purposes of this Grant Agreement, has qualified for a one- time grant under the Next Generation 9-1-1 Act of 2012 (NG9-1-1 Act) in the amount of$2,293,943 from the National Highway Traffic Safety Administration (NHTSA). Program History The current 9-1-1 call delivery network is based on switch-based network technology that is limited in its abilities, such as being able route automatically around network disruptions and deliver non-voice data to Public Safety Answering Points (PSAPs) via the same network path as voice calls. This hinders the network's ability to provide the functionality and resiliency that the public has come to expect of more modern, Internet Protocol- based network architecture. In 2018, the Commission approved a settlement and proposed tariff by the state's incumbent 9-1-1 system service provider to migrate all of Colorado's PSAPs to an IP-based 9-1-1 call delivery network, known as an Emergency Services IP Network (ESInet), starting in October of 2019 and completing in October 2020, with each PSAP being listed with a separate target migration date. The finalized version of this tariff was filed in Colorado Public Utilities Commission Proceeding 18AL-0916T, and was subsequently modified in Proceeding 19AL-0238T. The federal grant requires a 40% match of the total project cost. Through two different decisions, the Colorado Public Utilities Commission has committed a total of$1.65 million from the CPAP Tier 2 Fund for the purpose of meeting this matching requirement. As a result, the Grantee will not be required to provide matching funds as part of this Grant Agreement' Purpose The purpose of this grant is to ease the financial burden of the migration to the ESlnet of each of the Grantee's PSAPs and to avoid delay of the migration due to financial constraints. The use of grant funds will be to reimburse the Grantee's expenditures for the Non-Recurring Costs and Project Management Fees as described in CenturyLink Tariff No. 25, Section 9.2.5.E.6. Per CenturyLink Tariff No. 25, Section 9.2.5.C.4, Project Management Fees are capped at ten hours per concurrent session. In the event that the full ten hours are not utilized, and the Grantee is charged less than the ' See Decision C18-0751 and Decision C 19-0331. Exhibit A Page 1 of 2 .- -.. ._...-._ CTGG I SGAA 2020-2967 amount that would otherwise be incurred for a full ten hours of Project Management Fees, the Grantee may also submit for reimbursement proof of expenditure for other costs directly related to the migration of its PSAPs to the ESInet. Examples of these expenses include the purchase of electrical work, software licensing fees, and electronic housing units necessary for migration of the PSAP to the ESInet. The reimbursement of these costs is dependent on approval of the Federal Awarding Agency. Under no circumstances will the total amount of reimbursements provided to the Grantee exceed the total reimbursement amount provided in Exhibit B. The designated PUC Staff and the Grantee shall work together to achieve the following goals: • Maintain accurate accounting systems for grant fund reporting. • Maintain accurate performance documentation for the grant. • Ensure that matching funds on each project comes from non-Federal sources. • Ensure grant funds are used only for the purpose of the migration to an IP-enabled emergency network, including related non-recurring costs and project management fees. State Responsibilities The Public Utilities Commission's 9-1-1 Program and PUC will provide the following support to the local 9-1-1 projects: • Centralized data entry into the National 9-1-1 Grant Tracking System (GTS) tracking system for all grantees that consists of the following components: o Changes to the State Plan o Changes to the approved Spending Plan o Changes in funding of the projects o Entry into the 911 Grants Tracking System (GTS). • Processing of payment to the Grantee. • Completion of Quarterly Financial Reports and Final Grant Close-out reports to be submitted to the NHTSA. Grantee Scope of Work Grantee agrees to the following: • Maintain e-mail and Internet access capability to facilitate communication with PUC office • Submit project cost, proof of payment, and amount of matching funds to PUC within thirty (30) days of payment to CenturyLink for reimbursement on project expenses. • Respond to PUC inquiries in a timely manner. • Notify the PUC if any Emergency Telephone Charges, as defined in § 29-11-101 (1.7), C.R.S. are diverted for other purposes while grant funds remain available. • Notify the PUC of any delays or other changes in schedule regarding its PSAP'(s) migration to the ESInet. Exhibit A Page 2 of 2 CTGG I SGAA 2020-2967 EXHIBIT B, BUDGET Table A: Non-Recurring Charges Tariffed Rate for Non-Recurring Charges per Concurrent Session $5,204.47 x Number of Concurrent Sessions for Grantee 8 Total Non-Recurring Charges $41,635.76 Table B: Project Management Fees Tariffed Rate for Project Management Fees per Hour per Concurrent Session $83.54 x Number of Concurrent Sessions for Grantee 8 x Maximum Number of Hours 10 Total Project Management Fees $6,683.20 Table C: Total Available Award to Grantee Total Non-Recurring Charges from Table A $41,635.76 + Total Maximum Project Management Fees from Table B $6,683.20 Total Project Cost $48,318.96 Exhibit B Page I of I CTGG I SGAA 2020-2967 EXHIBIT C, FEDERAL PROVISIONS 1. APPLICABILITY OF PROVISIONS. 1.1. The Contract to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Contract, or any attachments or exhibits incorporated into and made a part of the Contract, 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. "Award" means an award of Federal financial assistance, and the Contract setting forth the terms and conditions of that financial assistance, that a non-Federal Entity receives or administers. 2.1.1.1. Awards may be in the form of: 2.1.1.1.1. Grants; 2.1.1.1.2. Contracts; 2.1.1.1.3. Cooperative Contracts, which do not include cooperative research and development Contracts (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 2.1.1.1.4. Loans; 2.1.1.1.5. Loan Guarantees; 2.1.1.1.6. Subsidies; 2.1.1.1.7. Insurance; 2.1.1.1.8. Food commodities; 2.1.1.1.9. Direct appropriations; 2.1.1.1.10. Assessed and voluntary contributions; and 2.1.1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. 2.1.1.1.12. Any other items specified by OMB in policy memoranda available at the OMB website or other source posted by the OMB. 2.1.1.2. Award does not include: 2.1.1.2.1. Technical assistance, which provides services in lieu of money; 2.1.1.2.2. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 2.1.1.2.3. Any award classified for security purposes; or Exhibit C Page 1 of 9 CTGG 1 SGAA 2020-2967 2.1.1.2.4. 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). 2.1.2. "Contract" means the Contract to which these Federal Provisions are attached and includes all Award types in §2.1.1.1 of this Exhibit. 2.1.3. "Contractor" means the party or parties to a Contract 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. "Federal Provisions" means these Federal Provisions 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. 2.1.11. "OMB" means the Executive Office of the President, Office of Management and Budget. 2.1.12. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 2.1.13. "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. Exhibit C Page 2 of 9 CTGG I SGAA 2020-2967 2.1.14. "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. 2.1.15. "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. 2.1.16. "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 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. Exhibit C Page 3 of 9 CTGG 1 SGAA 2020-2967 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. 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 Contract 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 Contract and shall become part of Contractor's obligations under this Contract. Exhibit C Page 4 of 9 CTGG 1 SGAA 2020-2967 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 five most highly compensated Executives if the criteria in §5 above are met; and 8.1.1.6. Subrecipient's Total Compensation of top five most highly compensated Executives if criteria in §5 above met. 8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, 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. 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and 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 Subrecipient is a State Agency or an agency of a political subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level Exhibit C Page 5 of 9 CTGG 1 SGAA 2020-2967 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. 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 Contract. 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 Exhibit C Page 6 of 9 CTGG 1 SGAA 2020-2967 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 Contract 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 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 Exhibit C Page 7 of 9 CTGG 1 SGAA 2020-2967 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. 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 Contract. If the Federal Award meets the definition of"funding Contract" 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 Contract," 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 Contracts," 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 Exhibit C Page 8 of 9 CTGG I SGAA 2020-2967 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. 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 Contract and the State of Colorado may terminate the Contract 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 Contract, at law or in equity. Exhibit C Page 9 of 9 CTGG1 SGAA 2020-2967 Exhibit C 1 Monthly Narrative of ESINet Project Activities Form City of Pueblo In accordance with Agreement, Paragraph 6 Reporting-Notification, Subsection A Performance, Progress, Personnel and Funds, contract (Agreement) routing number CTGG1 SGAA 2020-2967, between the State of Colorado, Department of Regulatory Agencies, Public Utilities Commission (State) and City of Pueblo (Grantee), hereby submits its monthly narrative of project activities. Detailed Project Description Progress Updates on Project Explanation of why any project targets have not been met and steps taken to obtain project completion date Grantee Name: Name and Title of Signatory By: Signature CTGG1 SGAA 2020-2967 Exhibit C 2 STATE OF COLORADO Department of Regulatory Agencies 911 GRANT AGREEMENT with City of Pueblo Project Completion Form In accordance with Agreement, Paragraph 6 Reporting-Notification, Subsection A Performance, Progress, Personnel and Funds, contract (Agreement) routing number CTGG1 SGAA 2020-2967, between the State of Colorado, Department of Regulatory Agencies, Public Utilities Commission (State) and City of Pueblo (Grantee), hereby submits its project completion form and its final voucher for costs incurred. For the final voucher, the Grantee must not have any unresolved errors on previous Grant Reimbursement Requests. The final voucher constitutes the final financial reconciliation for the grant award and any remaining funds that remain unexpended shall not be available to Grantee, City of Pueblo, after submission of this form. Project Name: Total Estimated Project Cost: Grant Award Amount: Final Invoice Amount: Final Invoice Payment Amount: Final Invoice Payment Date: Final Invoice Payment Check Number or Other Identifier: Grantee Name: Name and Title of Signatory By: Signature CTGG1 SGAA 2020-2967 Exhibit C 3 STATE OF COLORADO Department of Regulatory Agencies 911 GRANT AGREEMENT with City of Pueblo CERTIFICATION OF MATCHING FUNDS, FUNDS NOT DIVERTED AND PROOF OF PAYMENT FORM In accordance with Agreement, Paragraph 5 Payment, Subsection B Matching Funds, contract (Agreement) routing number CTGG1 SGAA 2020-2967, between the State of Colorado, Department of Regulatory Agencies, Public Utilities Commission (State) and City of Pueblo (Grantee), the Grantee hereby certifies that it has received the 40 percent match requirement pursuant to 49 CFR 18.24 whereby a portion of the match requirement in the amount of $ , will be used to offset the attached invoice. By signing this form, the Grantee certifies that these matching funds are not from any Federal Funds. The Grantee certifies that no E-911 charges imposed are diverted for other purposes during the time period during which grant funds are available. Project Name: Total Estimated Project Cost: Grant Award Amount: Invoice Amount: Invoice Payment Amount: Invoice Payment Date: Invoice Payment Check Number or Other Identifier: Grant Reimbursement Request (equal to sixty (60) percent paid invoice amount) Grantee Name: Name and Title of Signatory By: Signature CTGG1 SGAA 2020-2967 Exhibit C-4 Reimbursement Cover Letter ESInet 9-1-1 Grant REQUEST FOR REIMBURSEMENT City of Pueblo The City of Pueblo requests reimbursement in the grant amount of$ . Attached are the following: - Certification of Matching 911 Funds Not Diverted and Proof of Payment (Exhibit C-3) - 9-1-1- Project Completion Form (Exhibit C-2) - Invoice from Contractor for transition from legacy switch based 9-1-1—network to a statewide IP-based network (ESInet) in the amount of$ - Copy of check in the amount of$ paying the invoice. - Confirmation of receipt of 40% from CPAP Fund. Public Utilities Commission Grantee name Authorized signature Authorized Signature Printed name Printed Name Date Date