HomeMy WebLinkAbout10253ORDINANCE NO. 10253
AN ORDINANCE APPROVING AND ACCEPTING COLORADO
DEPARTMENT OF TRANSPORTATION (CDOT) AERONAUTICS
DIVISION GRANT NO. 22-PUB-01 FOR FUNDS IN THE AMOUNT
OF $18,412 FOR BOTH THE RUNWAY 8R-26L REHABILITATION
DESIGN AND THE SNOW REMOVAL EQUIPMENT
ACQUISITION PROJECTS, AUTHORIZING THE MAYOR TO
EXECUTE SAME, BUDGETING AND APPROPRIATING $7,725
TO PROJECT NO. AP2205 – REHAB RUNWAY 8R-26L DESIGN
& CONSTRUCTION, AND BUDGETING AND APPROPRIATING
$10,687 TO PROJECT NO. AP2201 – SNOW REMOVAL
EQUIPMENT (SRE)
WHEREAS, the General Assembly of the State of Colorado declared in Title 43 of the
Colorado Revised Statutes, Article 10, 1991 in C.R.S. §43-10-101 (“the Act”) “…that there exists
a need to promote the safe operations and accessibility of general aviation in this state: that
improvements to general aviation transportation facilities will promote diversified economic
development across the state; and that accessibility to airport facilities for residents of the state
is crucial in the event of a medical or other type of emergency…”; and,
WHEREAS, The Act created the Colorado Aeronautical Board (“the Board”) to establish
policy and procedures for distribution of monies in the Aviation Fund and created the Division of
Aeronautics (“the Division”) to carry out the directives of the Board, including technical and
planning assistance to airports and the administration of the state aviation system grant program.
See C.R.S. §43-10-103 and C.R.S. §43-10-105 and C.R.S. §43-10-108.5 of the Act; and,
WHEREAS, any eligible entity operating an FAA-designated public-use airport in the state
may file an application for and be recipient of a grant to be used solely for aviation purposes. The
Division is authorized to assist such airports and such airports may request assistance by means
of an Ordinance passed by the applicant’s duly-authorized Governing body, which understands
that all funds shall be used exclusively as defined in the Division’s Programs and Procedures
Manual (“the Manual”) and the Airport Sponsor Assurances for the Colorado Discretionary
Aviation Grant Funding (“Grant Assurances”) for the project detailed in the Discretionary Aviation
Grant Application (“Application”) and in conjunction with CDOT’s Small Dollar Grant Award Terms
and Conditions; NOW, THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The City Council of the City of Pueblo, as a duly authorized governing body of the grant
applicant, hereby formally requests assistance from the Colorado Aeronautical Board and the
Division of Aeronautics (“Division”) in the form of a state aviation system grant. The City of Pueblo
states that such grant shall be used solely for aviation purposes, as determined by the State, and
as generally described in the Application. By signing this Ordinance, the City of Pueblo commits
to keep open and accessible for public use all grant funded facilities, improvements, and services
for their useful life, as determined by the Division and stated in this Ordinance and Grant
Assurances.
SECTION 2.
The Small Dollar Grant Award CDAG No. 22-PUB-01, including the Grant Assurances and
Application, (together the “Grant Agreement”) by and between the Colorado Department of
Transportation Aeronautics Division (“CDOT”) and the City of Pueblo, a Municipal Corporation, a
true copy of which is attached hereto, having been approved as to form by the City Attorney, is
hereby accepted and approved.
SECTION 3.
The Mayor is hereby authorized to execute the Grant Agreement in the name and on
behalf of the City of Pueblo, where the Mayor may execute the Grant Agreement by electronic
signature and such electronic signature shall be attributable to the Mayor and the City of Pueblo.
SECTION 4.
The City of Pueblo hereby designates the Director of Aviation as the Project Director, as
described in the Manual, and authorizes the Project Director to act in all matters relating to the
work project proposed in the Application on City’s behalf.
SECTION 5.
Funds in the amount of $10,867.00 from the Grant Agreement are hereby budgeted and
appropriated to Project No. AP2201 – Snow Removal Equipment (SRE).
SECTION 6.
Funds in the amount of $7,725.00 from the Grant Agreement are hereby budgeted and
appropriated to Project No. AP2205 – Rehab Runway 8R-26L Design & Construction.
SECTION 7.
The City of Pueblo has appropriated all funds that are currently required to be provided by
the Application under the terms and conditions of the Grant Agreement.
SECTION 8.
Pursuant to the Grant Agreement, CDOT may make amendments to the grant terms and
its obligations thereunder, including the increasing or decreasing of its grant obligation. In
accordance therewith, such amendments shall be effective without the need for an additional
ordinance or other action by City Council. Should CDOT increase the maximum grant obligation,
said funds shall be automatically budgeted and appropriated to Project No. AP2201 – Snow
Removal Equipment (SRE) or Project No. AP2205 – Rehab Runway 8R-26L Design &
Construction, as designated by CDOT respectively, without the need for further action.
SECTION 9.
The City of Pueblo hereby accepts all guidelines, procedures, standards, and
requirements described in the Manual as applicable to the performance of the grant work and
hereby approves the Grant Agreement submitted by the State, including all terms and conditions
contained therein.
SECTION 10.
The officers and staff of the City are authorized to perform any and all acts consistent with
this Ordinance and the Grant Agreement to implement the policy and procedures described
therein.
SECTION 11.
This Ordinance shall become effective on the date of final action by the Mayor and City
Council.
Action by City Council:
Introduced and initial adoption of Ordinance by City Council on August 8, 2022 .
Final adoption of Ordinance by City Council on August 22, 2022 .
President of City Council
Action by the Mayor:
☒ Approved on August 24, 2022 .
□ 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-2
Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: August 8, 2022
TO: President Heather Graham and Members of City Council
CC: Mayor Nicholas A. Gradisar
VIA: Marisa Stoller, City Clerk
FROM: Greg Pedroza, Director of Aviation
SUBJECT: AN ORDINANCE APPROVING AND ACCEPTING COLORADO DEPARTMENT
OF TRANSPORTATION (CDOT) AERONAUTICS DIVISION GRANT NO. 22-
PUB-01 FOR FUNDS IN THE AMOUNT OF $18,412 FOR BOTH THE RUNWAY
8R-26L REHABILITATION DESIGN AND THE SNOW REMOVAL EQUIPMENT
ACQUISITION PROJECTS, AUTHORIZING THE MAYOR TO EXECUTE SAME,
BUDGETING AND APPROPRIATING $7,725 TO PROJECT NO. AP2205 –
REHAB RUNWAY 8R-26L DESIGN & CONSTRUCTION, AND BUDGETING AND
APPROPRIATING $10,687 TO PROJECT NO. AP2201 – SNOW REMOVAL
EQUIPMENT (SRE)
SUMMARY:
This Ordinance will approve and accept a Colorado Department of Transportation Aeronautics
Division Grant for both the Runway 8R-26L Rehabilitation Design and the Snow Removal
Equipment Acquisition projects for the Pueblo Memorial Airport.
PREVIOUS COUNCIL ACTION:
Ordinance No. 10108 approved by City Council on February 14, 2022, established Project No.
AP2201 and awarded a contract to Dibble and Associates Consulting Engineers, Inc., to conduct
the acquisition per FAA requirements.
BACKGROUND:
Through processes outlined by the FAA and in accordance with the Capital Improvement Project
(CIP) schedule, the Pueblo Memorial Airport is in need of a new piece of Snow Removal
Equipment (SRE) to continue to provide safe and efficient airport operations for all users. The
FAA has designated Entitlement Funds from passenger enplanements for this purchase. The
Colorado Department of Transportation (CDOT) has also offered Discretionary Aviation Grant
Funding for the same purpose.
CDOT conducted a pavement condition assessment of this Runway, and it was determined that
the pavement needs rehabilitation. This project is on the Capital Improvement Plan schedule for
2022, approved by both the FAA and CDOT for Entitlement Fund and Grant Fund use.
FINANCIAL IMPLICATIONS:
Funds in the amount of $10,687.00 will be budgeted and appropriated to Project No. AP2201 –
Snow Removal Equipment.
Funds in the amount of $7,725.00 will be budgeted and appropriated to Project No. AP2205 –
Rehab Runway 8R-26L Design & Construction.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
If this Ordinance is not approved, the grant will not be accepted from the State and project will not
occur.
RECOMMENDATION:
Approve the Ordinance.
Attachments:
Ordinance
CDOT Grant No. 21-PUB-01
CDOT—Aeronautics Division
Small Dollar Grant Award
Grantee:City of Pueblo
CRAG#:22-PUB-01
Colorado Division of Aeronautics
Cool Discretionary Aviation Grant Resolution
RESOLUTION
WHEREAS:
The General Assembly of the State of Colorado declared in Title 43 of the Colorado Revised Statutes,Article 10,
1991 in CRS§43-10-101 (the Act)"... that there exists a need to promote the safe operations and accessibility of
general aviation in this state; that improvements to general aviation transportation facilities will promote
diversified economic development across the state; and that accessibility to airport facilities for residents of this
state is crucial in the event of a medical or other type of emergency..."
The Act created the Colorado Aeronautical Board("the Board")to establish policy and procedures for distribution
of monies in the Aviation Fund and created the Division of Aeronautics("the Division")to carry out the directives
of the Board, including technical and planning assistance to airports and the administration of the state aviation
system grant program.SEE CRS §43-10-103 and C.R.S. §43-10-105 and CRS §43-10-108.5 of the Act.
Any eligible entity operating an FAA-designated public-use airport in the state may file an application for and be
recipient of a grant to be used solely for aviation purposes. The Division is authorized to assist such airports and
request assistance by means of a Resolution passed by the applicant's duly-authorized governing body, which
understands that all funds shall be used exclusively for aviation purposes and that it will comply with all grant
procedures, grant assurances and requirements as defined in the Division's Programs and Procedures Manual,
("the Manual")and the Airport Sponsor Assurances for Colorado Discretionary Aviation Grant Funding("Grant
Assurances")attached hereto as Exhibit B for the project detailed in the Discretionary Aviation Grant Application
("Application")attached hereto as Exhibit A and inconjunction with CDOT's Small Dollar Grant Award Terms
and Conditions attached hereto as Exhibit C.
NOW,THEREFORE,BE IT RESOLVED THAT:
The City of Pueblo, as a duly authorized governing body of the grant applicant, hereby formally requests
assistance from the Colorado Aeronautical Board and the Division of Aeronautics in the form of a state aviation
system grant.The City of Pueblo states that such grant shall be used solely for aviation purposes,as determined
by the State,and as generally described in the Application.
By signing this Grant Resolution, the applicant commits to keep open and accessible for public use all grant
funded facilities, improvements and services for their useful life, as determined by the Division and stated in the
Grant Assurances.
FURTHER BE IT RESOLVED:
That the City of Pueblo hereby designates Greg Pedroza as the Project Director,as described in the Manual and
authorizes the Project Director to act in all matters relating to the work project proposed in the Application,
including execution of any amendments.
FURTHER:
The City of Pueblo has appropriated or will otherwise make available in a timely manner all funds, if any, that
are required to be provided by the applicant as shown on the Application.
FINALLY:
The City of Pueblo hereby accepts all guidelines, procedures, standards, and requirements described in the
Manual as applicable to the performance of the grant work and hereby approves this Grant Resloution, including
all terms and conditions contained therein.
•By: �� �t..8(jl.^�
Date: $'.?y-ZaZZ
Print Name and Title: be0(Q$
ATTEST(if needed)
By: ndL�
Print Name and Title: 11/44.64ASCt S'vtla-r C:tfy "t►"'' k
Page 1 of I Aero SGA Version 06/2022
CDOT—Aeronautics Division
Small Dollar Grant Award
Grantee:City of Pueblo
CDA(;#: 22-P1JB-Ol
EXHIBIT A
JeG Colorado Division of Aeronautics
Discretionary Aviation Grant Application
&` #t`' fe fi f `
�<5,�aw� < vr,,,•.. .P.,�. � t' au
APPLICANT SPONSOR: AIRPORT: IDENTIFIER:
City of Pueblo Pueblo Memorial Airport PUB
PROJECT DIRECTOR:Greg Pedroza
MAILING ADDRESS: EMAIL gpedroza@pueblo.us
31201 Bryan Circle, Pueblo, CO 81001 ADDRESS:
PHONE (719) 553-2744
NUMBER:
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taxi � a � ,� ; tai t`h
�..� ..,.. ., ... �' 7.s` "� +°.k-,�.a.1`,s�.ar�';. .,>.1Da.....nt ass ,2* 34�.r.,::...a..., ,i. ,...., .aiwa. ��"�s.fi:
TERMS
22-PUB-01 Execution Date: Expiration Date:
June 30, 2025
€' a
Funding Source Funding Amount
State Aviation Grant: $18,412.00
Local Cash: $18,413.00
Local In-Kind: $0.00
Federal Aviation Grant: $699,675.00
Total Project Funding: $736,500.00
ENT STATE FUNDING LOCAL FUNDING
DESCRIPTIONFEDERAL FUNDING TOTAL
A.Participate in
Federally Funded $10,687.00 Up to $10,688.00 2.50% $406,125.00 95.00% $427,500.00
SRE Acquisition 2.50%
B. Participate in`
Federally Funded
RW 8R-26L $7,725.00 Up to $7,725 00 2.50% $293,550.00 95.00% $309,000.00
Rehabilitation &Txy 2.50%
A2 Removal Design
TOTALS $18,412.00 $18,413.00 $699,675.00 $736,500.00
Page 1 of 1 Aero SGA Version 06/2022
CDOT—Aeronautics Division
Small Dollar Grant Award
Grantee:City of Pueblo
CDAG 4: 22-PUB-0I
EXHIBIT B, GRANT ASSURANCES
Airport Sponsor Assurances for
Colorado Discretionary Aviation Grant Funding
Approved by CAB January 22,2018
I. APPLICABILITY
a. These assurances shall be complied with by Airport Sponsors in the performance of all projects at
airports that receive Colorado Department of Transportation - Division of Aeronautics (Division)
Colorado Discretionary Aviation Grant(CDAG)funding for projects including but not limited to: master
planning,land acquisition,equipment acquisition or capital improvement projects(Project). It is not the
intent of these Assurances to expand existing Federal Aviation Administration(FAA)Grant Assurances
for airports included in the National Plan of Integrated Airport Systems(NPIAS);as similar assurances
already exist for acceptance of FAA funding.
b. Upon acceptance of this grant agreement these assurances are incorporated in and become a part thereof.
II. DURATION
a. The terms, conditions and assurances of the grant agreement shall remain in full force and effect
throughout the useful life of the Project as defined in Table 1 (Useful Life),or if the airport for which
the Project is funded ceases to function as a public airport,for twenty(20)years from the date of Project
completion, whichever period is greater. However, there shall be no limit on the duration of the
assurances with respect to real property acquired with CDAG Project funds.
III. COMPLIANCE
a. Should an Airport Sponsor be notified to be in non-compliance with any terms of this agreement,they
may become ineligible for future Division funding until such non-compliance is cured.
b. If any Project is not used for aviation purposes during its Useful Life, or if the airport for which the
Project is funded ceases to function as a public airport, for twenty (20)years from the date of Project
completion or at any time during the estimated useful life of the Project as defined in Table 1,whichever
period is greater, the Airport Sponsor may be liable for repayment to the Division of any or all funds
contributed by the Division under this agreement. If the airport at which the Project is constructed is
abandoned for any reason, the Division may in its discretion discharge the Airport Sponsor from any
repayment obligation upon written request by the Airport Sponsor.
IV. AIRPORT SPONSOR GRANT ASSURANCES
I. Compatible Land Use. Compatible land use and planning in and around airports benefits the state aviation
system by providing opportunities for safe airport development, preservation of airport and aircraft
operations,protection of airport approaches,reduced potential for litigation and compliance with appropriate
airport design standards. The airport will take appropriate action,to the extent reasonable,to restrict the use
of land adjacent to, in the immediate vicinity of,or on the airport to activities and purposes compatible with
normal airport operations,including landing and takeoff of aircraft.
2. On-Airport Hazard Removal and Mitigation. The airport will take appropriate action to protect aircraft
operations to/from the airport and ensure paths are adequately cleared and protected by removing, lowering,
relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the
establishment or creation of future airport hazards.
3. Safe,Efficient Use,and Preservation of Navigable Airspace. The airport shall comply with 14 CFR Part
77 for all future airport development and anytime an existing airport development is altered.
4. Operation and Maintenance. In regards to Projects that receive Division funding, the airport sponsor
certifies that it has the financial or other resources that may be necessary for the preventive maintenance,
maintenance,repair and operation of such projects during their Useful Life.
Page 1 of 2 Aero SGA Version 06/2022
CDOT—Aeronautics Division
Small Dollar Grant Award
Grantee:City of Pueblo
CDAG#:22-PUB-01
The airport and all facilities which are necessary to serve the aeronautical users of the airport shall be operated
at all times in a safe and serviceable condition. The airport will also have in effect arrangements for:
a. Operating the airport's aeronautical facilities whenever required;
b. Promptly marking and lighting hazards resulting from airport conditions, including temporary
conditions; and
c. Promptly notifying airmen of any condition affecting aeronautical use of the airport.
5. Airport Revenues. All revenues generated by the airport will be expended by it for the capital or operating
costs of the airport, the local airport system, or other local facilities owned or operated by the owner or
operator of the airport for aviation purposes.
6. Airport Layout Plan(ALP). Once accomplished and as otherwise may be required to develop,it will keep
up-to-date a minimum of an ALP of the airport showing (1) boundaries of the airport and all proposed
additions thereto, together with the boundaries of all offsite areas owned or controlled by the sponsor for
airport purposes and proposed additions thereto; (2) the location and nature of all existing and proposed
airport facilities and structures(such as runways,taxiways, aprons, terminal buildings, hangars and roads),
including all proposed extensions and reductions of existing airport facilities; and (3) the location of all
existing improvements thereon.
7. Use for Aviation Purposes. The Airport Sponsor shall not use runways,taxiways, aprons,seeded areas or
any other appurtenance or facility constructed, repaired, renovated or maintained under the terms of this
Agreement for activities other than aviation purposes unless otherwise exempted by the Division.
TABLE 1
Project Type Useful Life
a. All construction projects(unless listed separately below) 20 years
b. All equipment and vehicles 10 years
c. Pavement rehabilitation(not reconstruction,which is 20 years) 10 years
d. Asphalt seal coat,slurry seal,and joint sealing 3 years
e. Concrete joint replacement 7 years
f. Airfield lighting and signage 10 years
g. Navigational Aids 15 years
h. Buildings 40 years
i. Land Unlimited
Page 2 of 2 Aero SOA Version 06/2022
EXHIBIT C
STATE CONTROLLER
State of Colorado Small Dollar Grant Award Terms and Conditions
1. Offer/Acceptance.This Small Dollar Grant Award,together with these terms and conditions(including,if applicable,Addendum 1:Additional
Terms and Conditions for Information Technology below),and any other attachments,exhibits,specifications,or appendices,whether attached or
incorporated by reference(collectively the"Agreement")shall represent the entire and exclusive agreement between the State of Colorado,by and
through the agency identified on the face of the Small Dollar Grant Award("State")and the Subrecipient identified on the face of the Small Dollar
Grant Award ("Grantee"). If this Agreement refers to Grantee's bid or proposal, this Agreement is an ACCEPTANCE of Grantee's OFFER TO
PERFORM in accordance with the terms and conditions of this Agreement. If a bid or proposal is not referenced,this Agreement is an OFFER TO
ENTER INTO AGREEMENT,subject to Grantee's acceptance,demonstrated by Grantee's beginning performance or written acceptance of this
Agreement.Any COUNTER-OFFER automatically CANCELS this Agreement,unless a change order is issued by the State accepting a counter-
offer. Except as provided herein, the State shall not be responsible or liable for any Work performed prior to issuance of this Agreement. The
State's financial obligations to the Grantee are limited by the amount of Grant Funds awarded as reflected on the face of the Small Dollar Grant
Award.
2. Order of Precedence. In the event of a conflict or inconsistency within this Agreement,such conflict or inconsistency shall be resolved by
giving preference to the documents in the following order of priority:(1)the Small dollar Grant Award document; (2)these terms and conditions
(including, if applicable,Addendum 1 below); and(3)any attachments,exhibits,specifications,or appendices,whether attached or incorporated
by reference. Notwithstanding the above, if this Agreement has been funded, in whole or in part,with a Federal Award,in the event of a conflict
between the Federal Grant and this Agreement,the provisions of the Federal Grant shall control.Grantee shall comply with all applicable Federal
provisions at all times during the term of this Agreement.Any terms and conditions included on Grantee's forms or invoices not included in this
Agreement are void.
3. Changes.Once accepted in accordance with§1,this Agreement shall not be modified,superseded or otherwise altered,except in writing by
the State and accepted by Grantee.
4. Definitions.The following terms shall be construed and interpreted as follows:(a)"Award"means an award by a Recipient to a Subrecipient;
(b)"Budget"means the budget for the Work described in this Agreement; (c)"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 CRS§24-11-
101(1);(d)"UCC"means the Uniform Commercial Code in CRS Title 4; (e)"Effective Date"means the date on which this Agreement is issued
as shown on the face of the Small Dollar Grant Award;(f)"Federal Award"means an award of federal financial assistance or a cost-reimbursement
contract, , by a Federal Awarding Agency to the Recipient. "Federal Award"also means an agreement setting forth the terms and conditions of
the Federal Award,which terms and conditions shall flow down to the Award unless such terms and conditions specifically indicate otherwise.The
term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program; (g)"Federal Awarding
Agency"means a Federal agency providing a Federal Award to a Recipient; (h)"Grant Funds"means the funds that have been appropriated,
designated, encumbered, or otherwise made available for payment by the State under this Agreement; (i) "Matching Funds" mean the funds
provided by the Grantee to meet cost sharing requirements described in this Agreement;(j)"Recipient"means the State agency identified on the
face of the Small Dollar Grant Award;(k)"Subcontractor'means third parties,if any, engaged by Grantee to aid in performance of the Work;(I)
"Subrecipient"means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a program, but does not include an
individual that is a beneficiary of such program; (m)"Uniform Guidance"means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, identified as the 2 C.F.R. (Code of Federal Regulations)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; and(n)"Work"means the goods delivered or services, or both, performed
pursuant to this Agreement and identified as Line Items on the face of the Small Dollar Grant Award.
5. Delivery. Grantee shall furnish the Work in strict accordance with the specifications and price set forth in this Agreement. The State shall
have no liability to compensate Grantee for the performance of any Work not specifically set forth in the Agreement.
6. Rights to Materials.[Not Applicable to Agreements issued either in whole in part for Information Technology,as defined in CRS§
24-37.5-102(2);in which case Addendum 1 §2 applies in lieu of this section.] Unless specifically stated otherwise in this Agreement, all
materials, including without limitation supplies, equipment, documents, content, information, or other material of any type, whether tangible or
intangible(collectively"Materials"), furnished by the State to Grantee or delivered by Grantee to the State in performance of its obligations under
this Agreement shall be the exclusive property the State.Grantee shall return or deliver all Materials to the State upon completion or termination
of this Agreement.
7. Grantee Records. 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
(including, but not limited to the operation of programs) performed under this Agreement (collectively "Grantee Records"). Unless otherwise
specified by the State,the Grantee shall retain Grantee 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 finding have been resolved and final action taken by the State or Federal
Awarding Agency.The Federal Awarding Agency,a cognizant agency for audit,oversight, or indirect costs, and the State, may notify Grantee in
writing that the Record Retention Period shall be extended.For records for real property and equipment,the Record Retention Period shall extend
three years following final disposition of such property. Grantee shall permit the State, the federal government, and any other duly authorized
agent of a governmental agency to audit, inspect,examine,excerpt, copy and transcribe Grantee Records during the Record Retention Period.
Grantee shall make Grantee Records available during normal business hours at Grantee's office or place of business,or at other mutually agreed
upon times or locations,upon no fewer than two Business Days'notice from the State, unless the State determines that a shorter period of notice,
or no notice, is necessary to protect the interests of the State.The State, in its discretion, may 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, 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,and the State shall have the right,in its discretion,to change its monitoring procedures and
requirements at any time during the term of this Agreement. The State will monitor Grantee's performance in a manner that does not unduly
interfere with Grantee's performance of the Work.Grantee shall promptly submit to the State a copy of any final audit report of an audit performed
Effective Date:7/1/2019
Page 1 of 7
EXHIBIT C
STATE CONTROLLER
on Grantee Records that relates to or affects this Agreement or the Work,whether the audit is conducted by Grantee,a State agency or the State's
authorized representative, or a third party. If applicable, the Grantee may be required to perform a single audit under 2 CFR 200.501, et seq.
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. 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.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 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.
9. Conflicts of Interest.Grantee acknowledges that with respect to this Agreement,even the appearance of a conflict of interest is harmful to
the State's interests.Absent the State's prior written approval, Grantee shall refrain from any practices,activities,or relationships that reasonably
may appear to be in conflict with the full performance of Grantee's obligations to the State under this Agreement. If a conflict or appearance of a
conflict of interest exists, or if Grantee is uncertain as to such,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.Grantee certifies 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.
10. Taxes. The State is exempt from federal excise taxes and from State and local sales and use taxes. The State shall not be liable for the
payment of any excise, sales, of use taxes imposed on Grantee. A tax exemption certificate will be made available upon Grantee's request.
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.
11. Payment.Payments to Grantee are limited to the unpaid,obligated balance of the Grant Funds.The State shall not pay Grantee any amount
under this Agreement that exceeds the Document Total shown on the face of the Small Dollar Grant Award.The State shall pay Grantee in the
amounts and in accordance with the schedule and other conditions set forth in this Agreement.Grantee shall initiate payment requests by invoice
to the State, in a form and manner approved by the State. The State shall pay Grantee for all amounts due within 45 days after receipt of an
Awarding Agency's approved invoicing request, or in instances of reimbursement grant programs a request for reimbursement, compliant with
Generally Accepted Accounting Principles (GAAP) and, if applicable Government Accounting Standards Board (GASB) of amount requested.
Amounts not paid by the State within 45 days of the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the
45th day at the rate set forth in CRS §24-30-202(24) until paid in full. Interest shall not accrue if a good faith dispute exists as to the State's
obligation to pay all or a portion of the amount due.Grantee shall invoice the State separately for interest on delinquent amounts due,referencing
the delinquent payment, number of day's interest to be paid, and applicable interest rate. The acceptance of an invoice shall not constitute
acceptance of any Work performed under this Agreement. Except as specifically agreed in this Agreement,Grantee shall be solely responsible
for all costs,expenses,and other charges it incurs in connection with its performance under this Grantee.
12. Term.The parties'respective performances under this Agreement shall commence on the"Service From"date identified on the face of the
Small Dollar Grant Award,unless otherwise specified,and shall terminate on the"Service To"date identified on the face of the Small Dollar Grant
Award unless sooner terminated in accordance with the terms of this Agreement.
13. 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.
14. Matching Funds.Grantee shall provide Matching Funds,if required by this Agreement.If permitted under the terms of the grant and per this
Agreement,Grantee may be permitted to provide Matching Funds prior to or during the course of the project or the match will be an in-kind match.
Grantee shall report to the State regarding the status of such funds upon request. Grantee's obligation to pay all or any part of any Matching
Funds,whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized
representatives of Grantee and paid into Grantee's treasury or bank account. Grantee represents to the State that the amount designated
"Grantee's Matching Funds" pursuant to this Agreement, has been legally appropriated for the purposes of this Agreement by its authorized
representatives and paid into its treasury or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for
payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be
liable for any claimed interest,late charges,fees,taxes or penalties of any nature,except as required by Grantee's laws or policies.
15. Reimbursement of Grantee Costs. If applicable, the State shall reimburse Grantee's allowable costs, not exceeding the maximum total
amount described in this Agreement for all allowable costs described in the grant 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,and received approval from the State
of the change, the change does not modify the total maximum amount of this Agreement, and the change does not modify any requirements of
the Work. If applicable, the State shall reimburse Grantee for the properly documented allowable costs related to the Work after review and
approval thereof, subject to the provisions of this Agreement. However, any costs incurred by Grantee prior to the Effective Date shall not be
reimbursed absent specific allowance of pre-award costs.Grantee's costs for Work performed after the"Service To"date identified on the face of
the Small Dollar Grant Award,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(a)reasonable and necessary
to accomplish the Work, and (b)equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that
reduce the costs actually incurred).
16. Close-Out. Grantee shall close out this Award within 45 days after the"Service To"date identified on the face of the Small Dollar Grant
Award,including any modifications.To complete close-out,Grantee shall submit to the State all deliverables(including documentation)as defined
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in this Agreement and Grantee's final reimbursement request or invoice.In accordance with the Agreement,the State may withhold a percentage
of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete.
17. Assignment.Grantee's rights and obligations under this Agreement may not be transferred or assigned without the prior,written consent of
the State and execution of a new agreement.Any attempt at assignment or transfer without such consent and new agreement 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.
18. Subcontracts.Grantee shall not enter into any subcontract in connection with its obligations under this Agreement without the prior,written
approval of the State. Grantee shall submit to the State a copy of each subcontract upon request by the State.All 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.
19. 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 in
accordance with the intent of the Agreement.
20. Survival of Certain Agreement Terms.Any provision of this Agreement that imposes an obligation on a party after termination or expiration
of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other party.
21. Third Party Beneficiaries. Except for the parties'respective successors and assigns,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 the Agreement,
and do not create any rights for such third parties.
22. 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.
23. Indemnification. [Not Applicable to Inter-governmental agreements] Grantee shall indemnify, save, and hold harmless the State, its
employees,agents and assignees(the"Indemnified Parties"),against any and all costs,expenses,claims,damages,liabilities,court awards and
other amounts(including attorneys'fees and related costs)incurred by any of the Indemnified Parties in relation to any act or omission by Grantee,
or its employees,agents,Subcontractors,or assignees in connection with this Agreement.This shall include,without limitation,any and all costs,
expenses,claims,damages,liabilities,court awards and other amounts incurred by the Indemnified Parties in relation to any claim that any work
infringes a patent, copyright, trademark,trade secret, or any other intellectual property right or any claim for loss or improper disclosure of any
confidential information or personally identifiable information. If Grantee is a public agency prohibited by applicable law from indemnifying any
party,then this section shall not apply.
24. Notice.All notices given under this Agreement shall be in writing, and shall be delivered to the contacts for each party listed on the face of
the Small Dollar Grant Award. Either party may change its contact or contact information by notice submitted in accordance with this section
without a formal modification to this Agreement.
25. Insurance. Except as otherwise specifically stated in this Agreement or any attachment or exhibit to this Agreement, Grantee shall obtain
and maintain insurance as specified in this section at all times during the term of the Agreement: (a)workers'compensation insurance as required
by state statute, and employers'liability insurance covering all Grantee employees acting within the course and scope of their employment, (b)
Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum
limits as follows:$1,000,000 each occurrence;$1,000,000 general aggregate;$1,000,000 products and completed operations aggregate;and
$50,000 any one fire,and(c)Automobile liability insurance covering any auto(including owned, hired and non-owned autos)with a minimum limit
of$1,000,000 each accident combined single limit.If Grantee will or may have access to any protected information,then Grantee shall also obtain
and maintain insurance covering loss and disclosure of protected information and claims based on alleged violations of privacy right through
improper use and disclosure of protected information with limits of$1,000,000 each occurrence and$1,000,000 general aggregate at all times
during the term of the Small Dollar Grant Award.Additional insurance may be required as provided elsewhere in this Agreement or any attachment
or exhibit to this Agreement.All insurance policies required by this Agreement shall be issued by insurance companies with an AM Best rating of
A-VIII or better.If Grantee is a public agency within the meaning of the Colorado Governmental Immunity Act,then this section shall not apply and
Grantee shall instead comply with the Colorado Governmental Immunity Act.
26. Termination Prior to Grantee Acceptance. If Grantee has not begun performance under this Agreement, the State may cancel this
Agreement by providing written notice to the Grantee.
27. Termination for Cause. If Grantee refuses or fails to timely and properly perform any of its obligations under this Agreement with such
diligence as will ensure its completion within the time specified in this Agreement,the State may notify Grantee in writing of non-performance and,
if not corrected by Grantee within the time specified in the notice,terminate Grantee's right to proceed with the Agreement or such part thereof as
to which there has been delay or a failure.Grantee shall continue performance of this Agreement to the extent not terminated. Grantee shall be
liable for excess costs incurred by the State in procuring similar Work and the State may withhold such amounts,as the State deems necessary.
If after rejection, revocation, or other termination of Grantee's right to proceed under the Colorado Uniform Commercial Code (CUCC) or this
clause,the State determines for any reason that Grantee was not in default or the delay was excusable,the rights and obligations of the State and
Grantee shall be the same as if the notice of termination had been issued pursuant to termination under§28.
28. Termination in Public Interest.The State is entering into this Agreement for the purpose of carrying out the public interest of the State,as
determined by its Governor,General Assembly,Courts,or Federal Awarding Agency. If this Agreement ceases to further the public interest of the
State as determined by its Governor,General Assembly,Courts, or Federal Awarding Agency,the State,in its sole discretion, may terminate this
Agreement in whole or in part and such termination shall not be deemed to be a breach of the State's obligations hereunder.This section shall not
apply to a termination for cause,which shall be governed by§27.A determination that this Small Dollar Grant Award should be terminated in the
public interest shall not be equivalent to a State right to terminate for convenience. The State shall give written notice of termination to Grantee
specifying the part of the Agreement terminated and when termination becomes effective.Upon receipt of notice of termination,Grantee shall not
incur further obligations except as necessary to mitigate costs of performance.The State shall pay the Agreement price or rate for Work performed
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and accepted by State prior to the effective date of the notice of termination.The State's termination liability under this section shall not exceed
the total Agreement price.
29. Termination for Funds Availability.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 Work performed 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§28.
30. Grantee's Termination Under Federal Requirements.If the Grant Funds include any federal funds,then Grantee may request termination
of this Grant by sending notice to the State, or to the Federal Awarding Agency with a copy to the State, which includes the reasons for the
termination and the effective date of the termination.If this Grant is terminated in this manner,then Grantee shall return any advanced payments
made for Work that will not be performed prior to the effective date of the termination.
31. 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
Govemmental Immunity Act, CRS§24-10-101, et seq., 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,CRS§§24-30-1501,et seq.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.
32. Grant Recipient.Grantee shall perform its duties hereunder as a grant recipient 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 (a) provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts required by law,(b)provide proof thereof when requested
by the State,and(c)be solely responsible for its acts and those of its employees and agents.
33. 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.
34. Choice of Law,Jurisdiction and Venue.[Not Applicable to Inter-governmental agreements] 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. Any
provision incorporated herein by reference which purports to negate this or any other provision in this Agreement in whole or in part shall not be
valid or enforceable or available in any action at law,whether by way of complaint,defense,or otherwise.Any provision rendered null and void by
the operation of this provision or for any other reason shall not invalidate the remainder of this Agreement, to the extent capable of execution.
Grantee shall exhaust administrative remedies in CRS §24-109-106, prior to commencing any judicial action against the State regardless of
whether the Colorado Procurement Code applies to this Agreement.
35. Prohibited Terms.Nothing in this Agreement shall be construed as a waiver of any provision of CRS§24-106-109.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 that statute in any way shall be void ab initio.
36. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities, investment advisory services, fund
management services,sponsored projects,intergovernmental grant 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 Department program established pursuant to CRS §8-17.5-
102(5)(c), Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract or
agreement 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 shall(a)not use E-Verify Program or Department program procedures to undertake pre-employment
screening of job applicants during performance of this Agreement, (b)notify Subcontractor and the State within three days if Grantee has actual
knowledge that Subcontractor is employing or contracting with an illegal alien for work under this Agreement, (c) terminate the subcontract if
Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving notice,and (d)comply with reasonable
requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and
Employment.If Grantee participates in the Department program,Grantee shall deliver to the State a written,notarized affirmation 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 CRS §8-17.5-101 et seq., the State may terminate this Agreement for breach and, if so
terminated,Grantee shall be liable for damages.
37. Public Contracts with Natural Persons.Grantee,if a natural person 18 years of age or older,hereby swears and affirms under penalty of
perjury that the person(a)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(b)shall comply with the provisions
of CRS§24-76.5-101 et seq., and(c)has produced a form of identification required by CRS§24-76.5-103 prior to the date Grantee begins Work
under terms of the Agreement.
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ADDENDUM 1:
Additional Terms & Conditions for Information Technology
IF ANY PART OF THE SUBJECT MATTER OF THIS AGREEMENT IS INFORMATION TECHNOLOGY,AS
DEFINED IN CRS §24-37.5-102(2),THE FOLLOWING PROVISIONS ALSO APPLY TO THIS AGREEMENT.
A. Definitions. The following terms shall be construed and interpreted as follows: (a) "CJI" means criminal justice information collected by
criminal justice agencies needed for the performance of their authorized functions,including,without limitation,all information defined as criminal
justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy,as
amended,and all Criminal Justice Records as defined under CRS§24-72-302;(b)"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,pursuant to CRS§§24-37.5-401 et seq.;(c)"PCI"means payment card information including any data related
to credit card holders' names, credit card numbers, or the other credit card information as may be protected by state or federal law; (d)"PHI"
means any protected health information,including,without limitation any information whether oral or recorded in any form or medium that relates
to the past,present or future physical or mental condition of an individual;the provision of health care to an individual;or the past,present or future
payment for the provision of health care to an individual;and that identifies the individual or with respect to which there is a reasonable basis to
believe the information can be used to identify the individual including,without limitation,any information defined as Individually Identifiable Health
Information by the federal Health Insurance Portability and Accountability Act;(e)"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, including, without limitation, all information
defined as personally identifiable information in CRS §24-72-501; (f)"State Confidential Information" means any and all State Records not
subject to disclosure under the Colorado Open Records Act and includes, without limitation, PII, PHI, PCI, Tax Information, CJI, and State
personnel records not subject to disclosure under the Colorado Open Records Act,(g)"State Fiscal Rules"means those fiscal rules promulgated
by the Colorado State Controller pursuant to CRS§24-30-202(13)(a); (h)"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; (i)"State Records"means any and all State data, information, and
records,regardless of physical form;(j)"Tax Information"means federal and State of Colorado tax information including,without limitation,federal
and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation,
including,without limitation all information defined as federal tax information in Internal Revenue Service Publication 1075;and(k)"Work Product"
means the tangible and intangible results of the delivery of goods and performance of services,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,but does not include any material that was developed prior to the Effective Date that is used,without
modification,in the performance of the Work.
B. Intellectual Property. Except to the extent specifically provided elsewhere in this Agreement, any State information, including without
limitation pre-existing State software, research,reports,studies, data, photographs, negatives or other documents, drawings, models, materials;
or Work Product prepared by Grantee in the performance of its obligations under this Agreement shall be the exclusive property of the State
(collectively, "State Materials").All State Materials shall be delivered to the State by Grantee upon completion or termination of this Agreement.
The State's exclusive rights in any Work Product prepared by Grantee shall include,but not be limited to,the right to copy,publish,display,transfer,
and prepare derivative works.Grantee shall not use,willingly allow,cause or permit any State Materials to be used for any purpose other than the
performance of Grantee's obligations hereunder without the prior written consent of the State. The State shall maintain complete and accurate
records relating to(a)its use of all Grantee and third party software licenses and rights to use any Grantee or third party software granted under this
Agreement and its attachments to which the State is a party and(b)all amounts payable to Grantee pursuant to this Agreement and its attachments
and the State's obligations under this Agreement or any amounts payable to Grantee in relation to this Agreement,which records shall contain
sufficient information to permit Grantee to confirm the State's compliance with the use restrictions and payment obligations under this Agreement
or to any third party use restrictions to which the State is a party.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,video, and third party materials, delivered by Grantee under the 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 a State-approved
license agreement(a)entered into as exhibits or attachments to this Agreement,(b)obtained by the State from the applicable third party Grantee,
or(c)in the case of open source software,the license terms set forth in the applicable open source license agreement.Notwithstanding anything
to the contrary herein,the State shall not be subject to any provision incorporated in any exhibit or attachment attached hereto, any provision
incorporated in any terms and conditions appearing on any website, any provision incorporated into any click through or online agreements, or
any provision incorporated into any other document or agreement between the parties that(a)requires the State or the State to indemnify Grantee
or any other party,(b)is in violation of State laws, regulations, rules,State Fiscal Rules, policies, or other State requirements as deemed solely
by the State,or(c)is contrary to this Agreement.
C. Information 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. If Grantee will or may have access to any State Confidential Information or any other protected information, Grantee shall
provide for the security of all State Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines.
Grantee shall comply with all Colorado Office of Information Security("OIS")policies and procedures which OIS has issued pursuant to CRS§§24-
37.5-401 through 406 and 8 CCR§1501-5 and posted at http://oit.state.co.uslois,all information security and privacy obligations imposed by any
federal,state,or local statute or regulation,or by any industry standards or guidelines,as applicable based on the classification of the data relevant
to Grantee's performance under this Agreement.Such obligations may arise from: Health Information Portability and Accountability Act(HIPAA);
IRS Publication 1075; Payment Card Industry Data Security Standard(PCI-DSS); FBI Criminal Justice Information Service Security Addendum;
Centers for Medicare & Medicaid Services (CMS) Minimum Acceptable Risk Standards for Exchanges; and Electronic Information Exchange
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Security Requirements and Procedures for State and Local Agencies Exchanging Electronic Information with The Social Security Administration.
Grantee shall immediately forward any request or demand for State Records to the State's principal representative.
D. Other Entity Access and Nondisclosure Agreements. Grantee may provide State Records to its agents, employees, assigns and
Subcontractors as necessary to perform the work,but shall restrict access to State Confidential Information to those agents,employees,assigns,
and Subcontractors who require access to perform their obligations under this Agreement. Grantee shall ensure all such agents, employees,
assigns,and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Agreement,and that the
nondisclosure provisions are in force at all times the agent,employee,assign,or Subcontractors 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 if requested by
the State.
E. Use,Security,and Retention.Grantee shall use,hold,and maintain State Confidential Information in compliance with any and all applicable
laws and regulations only in facilities located within the United States,and shall maintain a secure environment that ensures confidentiality of all
State Confidential Information. 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.
F. 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
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 actual costs thereof.
G. Data Protection and Handling. Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any
Subcontractors are protected and handled in accordance with the requirements of this Agreement at all times. Upon request by the State made
any time prior to 60 days following the termination of this Agreement for any reason, whether or not this Agreement is expiring or terminating,
Grantee shall make available to the State a complete and secure download file of all data that is encrypted and appropriately authenticated.This
download file shall be made available to the State within 10 Business Days following the State's request, and shall contain,without limitation,all
State Records,Work Product,and any other information belonging to the State.Upon the termination of Grantee's services under this Agreement,
Grantee shall, as directed by the State,return all State Records provided by the State to Grantee,and the copies thereof,to the State or destroy
all such State Records and certify to the State that it has done so. If legal obligations imposed upon Grantee prevent Grantee from retuming or
destroying all or part of the State Records provided by the State, Grantee shall guarantee the confidentiality of all State Records in Grantee's
possession and will not actively process such data.The State retains the right to use the established operational services to access and retrieve
State Records stored on Grantee's infrastructure at its sole discretion and at any time.
H. Compliance. If applicable, Grantee shall review, on a semi-annual basis, all OIS policies and procedures which OIS has promulgated
pursuant to CRS§§24-37.5-401 through 406 and 8 CCR§1501-5 and posted at http://oit.state.co.us/ois,to ensure compliance with the standards
and guidelines published therein.Grantee shall cooperate,and shall cause its Subcontractors to cooperate,with the performance of security audit
and penetration tests by OIS or its designee.
I. 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 P11, in a manner and form acceptable to the State, including,without limitation, all State requirements relating to non-disclosure, use of
appropriate technology,security practices,computer access security,data access security,data storage encryption,data transmission encryption,
security inspections, and audits. Grantee shall take full responsibility for the security of all PII in its possession or in the possession of its
Subcontractors,and shall hold the State harmless for any damages or liabilities resulting from the unauthorized disclosure or loss thereof.Grantee
shall be a"Third-Party Service Provider"as defined in CRS§24-73-103(1)(i)and shall maintain security procedures and practices consistent with
CRS§§24-73-101 et seq.
J. Software Piracy Prohibition.The 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.
K. Information Technology. To the extent that Grantee provides physical or logical storage of State Records; Grantee creates, uses,
processes,discloses,transmits,or disposes of State Records;or Grantee is otherwise given physical or logical access to State Records in order
to perform Grantee's obligations under this Agreement, the following terms shall apply. Grantee shall, and shall cause its Subcontractors, to:
Provide physical and logical protection for all hardware, software, applications, and data that meets or exceeds industry standards and the
requirements of this Agreement;Maintain network,system,and application security,which includes,but is not limited to,network firewalls,intrusion
detection(host and network), annual security testing, and improvements or enhancements consistent with evolving industry standards; Comply
with State and federal rules and regulations related to overall security, privacy, confidentiality, integrity, availability, and auditing; Provide that
security is not compromised by unauthorized access to workspaces, computers, networks, software, databases, or other physical or electronic
environments;Promptly report all Incidents,including Incidents that do not result in unauthorized disclosure or loss of data integrity,to a designated
representative of the OIS;Comply with all rules, policies, procedures, and standards issued by the Governor's Office of Information Technology
(OIT), including project lifecycle methodology and governance, technical standards, documentation, and other requirements posted at
www.oit.state.co.us/about/policies. Grantee shall not allow remote access to State Records from outside the United States,including access by
Effective Date:7/1/2019
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EXHIBIT C
STATE CONTROLLER
Grantee's employees or agents,without the prior express written consent of OIS.Grantee shall communicate any request regarding non-U.S.
access to State Records to the State.The State,acting by and through OIS,shall have sole discretion to grant or deny any such request.
Effective Date:7/1/2019
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