HomeMy WebLinkAbout11211Docusign Envelope ID: F8C495ED-B5FE-8366-808B-43AE47B21 B27
ORDINANCE NO. 11211
AN ORDINANCE APPROVING A SHORT-TERM LOAN
AGREEMENT BETWEEN THE CITY OF PUEBLO, A
COLORADO MUNICIPAL CORPORATION AND DESIGN FOR
RECYCLE, LLC, A COLORADO LIMITED LIABILITY COMPANY
FOR A SHORT-TERM LOAN TO SUPPORT REGIONAL
RECYCLING CAPACITY AND LANDFILL DIVERSION, AND
AUTHORIZING THE MAYOR TO EXECUTE SAME;
ESTABLISHING PROJECT NO. PB2601 — DESIGN FOR
RECYCLE; AND BUDGETING AND APPROPRIATING FUNDS
FROM THE PLASTIC POLLUTION REDUCTION FUND TO
PROJECT NO PB2601 — DESIGN FOR RECYCLE
WHEREAS, the City of Pueblo, A Colorado Home Rule Municipal Corporation, may
enter into contracts on behalf of the Municipal Government by ordinance only under Section 3-9
of the City Charter, and may make appropriations and authorize the lawful expenditure of City
funds by ordinance under Section 3-17 of the City Charter; and
WHEREAS, the State of Colorado enacted the Plastic Pollution Reduction Act, C.R.S. §
25-17-501 et seq., and the City established the Plastic Pollution Reduction Fund under Section
7-3-48(b) of the Pueblo Municipal Code as a special fund, segregated from all other City funds,
holding the carryout bag fees remitted to the City under the Act; and
WHEREAS, under Section 7-3-48(b)(2) of the Pueblo Municipal Code, the Plastic
Pollution Reduction Fund may be used to pay for recycling, composting, or other waste
diversion programs and related outreach and education activities; and
WHEREAS, Design for Recycle, LLC, a Colorado Limited Liability Company, operates a
recycling processing business in Pueblo that consolidates, processes, packs, and diverts
recyclable plastics and other recyclable materials from local landfills; and
WHEREAS, Design for Recycle has received a reimbursement grant from the State of
Colorado, acting through the Department of Public Health and Environment, in part for the
purchase of a new baling machine, and the grant reimburses Design for Recycle only after it
purchases the equipment with its own funds; and
WHEREAS, the City desires to make a short-term loan to Design for Recycle from the
Plastic Pollution Reduction Fund, solely for the acquisition and delivery of the baling machine, in
order to support regional recycling capacity and the diversion of recyclable materials from local
landfills; and
WHEREAS, , the City Council finds that the loan supports recycling and waste diversion
within the meaning of Section 7-3-48(b)(2) of the Pueblo Municipal Code and serves a public
purpose, that the loan proceeds are restricted to the purchase and delivery of the baling
machine, that the loan is an advance of the City's own appropriated funds that Design for
Recycle must repay to the City in full with interest, and is not a loan or pledge of the City's credit
or faith, does not make the City responsible for the debt or liability of Design for Recycle, and is
not a donation or grant, and that all repaid amounts shall return to the Plastic Pollution
Reduction Fund. NOW, THEREFORE,
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BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Short -Term Loan Agreement ("Agreement") between the City of Pueblo and Design
for Recycle, LLC, a copy of which is attached hereto, having been approved as to form by the
City Attorney, is hereby approved.
SECTION 2.
There is hereby appropriated from the Plastic Pollution Reduction Fund the sum of Five
Hundred Sixty -Eight Thousand Five Hundred Sixty -Four Dollars and Eight Cents ($568,564.08)
for the short-term loan to Design for Recycle, LLC authorized by the Agreement.
SFCTION 3_
All amounts repaid to the City under the Agreement, including principal, interest, and any
other amounts due, shall be deposited into and credited to the Plastic Pollution Reduction Fund.
SECTION 4.
The Mayor is authorized to execute the Agreement in the name of the City, and the City
Clerk is directed to affix the seal of the City thereto and attest same.
SECTION 5.
The officers and staff of the City are authorized to perform any and all acts consistent
with the intent of this Ordinance and the attached Agreement to effectuate the policies and
procedures described therein.
SECTION 6.
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 June 08, 2026.
Final adoption of Ordinance by City Council on June 22, 2026. LDocuSignedby:
President of City Council
Action by the Mayor:
Q Approved on 0612412026
❑ Disapproved on
based on the following objections:
Mayor
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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 by:
FiD;0GISigned
City Clerk
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City Clerk's Office Item # S15
ciily of
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Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: June 22, 2026
TO: President Mark Aliff and Members of City Council
CC: Mayor Heather Graham
VIA: Clyde Bishop, City Clerk
FROM: Carla Sikes, City Attorney
SUBJECT: AN ORDINANCE APPROVING A SHORT-TERM LOAN AGREEMENT
BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL
CORPORATION AND DESIGN FOR RECYCLE, LLC, A COLORADO
LIMITED LIABILITY COMPANY FOR A SHORT-TERM LOAN TO
SUPPORT REGIONAL RECYCLING CAPACITY AND LANDFILL
DIVERSION, AND AUTHORIZING THE MAYOR TO EXECUTE SAME;
ESTABLISHING PROJECT NO. PB2601 — DESIGN FOR RECYCLE;
AND BUDGETING AND APPROPRIATING FUNDS FROM THE
PLASTIC POLLUTION REDUCTION FUND TO PROJECT NO PB2601 —
DESIGN FOR RECYCLE
SUMMARY:
Attached is an Ordinance approving a Short -Term Loan Agreement between the City of
Pueblo and Design for Recycle, LLC, a Colorado limited liability company that operates
a recycling processing business in Pueblo. The City would lend Design for Recycle Five
Hundred Sixty -Eight Thousand Five Hundred Sixty -Four Dollars and Eight Cents
($568,564.08) from the Plastic Pollution Reduction Fund, solely to purchase and take
delivery of a new baling machine. The loan bridges a timing gap created by a State
reimbursement grant that pays Design for Recycle back only after it purchases the
equipment.
The loan is repayable in full. Repayment is due the earlier of forty-five (45) days after
Design for Recycle receives reimbursement under its State grant or twelve (12) months
after disbursement. The Ordinance directs all repaid principal, interest, and other
amounts to be returned to the Plastic Pollution Reduction Fund.
PREVIOUS COUNCIL ACTION:
None.
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BACKGROUND:
Design for Recycle, LLC operates a recycling processing business at 20 Environmental
Place in Pueblo that consolidates, processes, packs, and diverts recyclable plastics and
other recyclable materials from local landfills. The State of Colorado, acting through the
Department of Public Health and Environment and its C3 Grants and Enterprise
program, awarded Design for Recycle a grant of $1,529,486 (Grant Agreement No.
CT2026*2471), in part for the purchase of a new baling machine and related acquisition
and delivery costs. The State of Colorado grant is a reimbursement grant. Design for
Recycle must purchase the equipment with its own funds before the State will
reimburse it.
The baling machine costs $568,564.08. To allow Design for Recycle to acquire the
equipment before reimbursement, the City would make a short-term loan in that amount
from the Plastic Pollution Reduction Fund. The City would issue a two-party check
made payable jointly to Design for Recycle and the equipment vendor, so the loan
proceeds can be used only to buy the baling machine. The Agreement restricts use of
the proceeds to the acquisition and delivery of the machine and prohibits use for
working capital, payroll, or any unrelated purpose.
The loan bears interest at six percent (6%) per annum, but interest is waived if Design
for Recycle repays the loan in full by the end of the repayment period. If the loan is not
repaid on time, accrued interest is added to principal and the balance accrues default
interest at twelve percent (12%) per annum. Design for Recycle's repayment obligation
is absolute and is not excused by any reduction, delay, or denial of the State
reimbursement. Disbursement is conditioned on Design for Recycle delivering
documentation specified in the Agreement, including grant award documentation, the
vendor invoice, a current IRS Form W-9, evidence of insurance, evidence of good
standing with the Colorado Secretary of State, and evidence of authority to enter into
the Agreement.
The Plastic Pollution Reduction Fund is the special fund established under Section 7-3-
48(b) of the Pueblo Municipal Code, which holds the carryout bag fees remitted to the
City under the Colorado Plastic Pollution Reduction Act, C.R.S. § 25-17-501 et seq.
Under Section 7-3-48(b)(2), the Fund may be used to pay for recycling, composting, or
other waste diversion programs and related outreach and education activities. The loan
supports regional recycling capacity and the diversion of recyclable materials from local
landfills, and the loan proceeds return to the Fund upon repayment.
FINANCIAL IMPLICATIONS:
The Ordinance appropriates $568,564.08 from the Plastic Pollution Reduction Fund for
the loan. The loan is repayable in full, and the City expects to recover the full principal
because the State grant reimburses the full amount of the loan. All repaid amounts,
including any interest and other amounts due, return to the Plastic Pollution Reduction
Fund. If Design for Recycle repays on time, no interest is due and the net cost to the
City is the temporary use of the appropriated funds during the repayment period. If
Design for Recycle defaults, the unpaid balance accrues default interest at twelve
percent (12%) per annum, and the City may pursue collection and recover its
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enforcement costs. The loan is unsecured.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
If the Ordinance is not approved, the
Recycle may be unable to purchase
reimbursement. The regional recycling
would provide would be delayed or lost.
RECOMMENDATION:
Approve the Ordinance.
ATTACHMENTS:
City will not make the loan, and Design for
the baling machine in advance of State
and landfill diversion capacity the equipment
1. Design for Recycle Loan Agreement with Exhibits
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SHORT-TERM LOAN AGREEMENT
This Short -Term Loan Agreement ("Agreement") is entered into as of June 22, 2026
("Effective Date"), by and between the City of Pueblo, Colorado, a Colorado municipal
corporation ("City"), and Design for Recycle, LLC, a Colorado limited liability company
("Borrower"). The City and Borrower may be referred to individually as a "Parry" and collectively
as the "Parties."
RECITALS
WHEREAS, the State of Colorado enacted the Plastic Pollution Reduction Act, C.R.S. §§
25-17-501 et seq. (the "Act"), restricting the use of single -use plastic carryout bags and imposing
a fee for the continued use of such bags;
WHEREAS, pursuant Pueblo Muncipal Code ("PMC") § 7-3-48(b)(2), each store required
to collect and remit carryout bag fees pursuant to the Act must pay a portion of those fees to the
City, which collects those fees in a special fund designated as the "Plastic Pollution Reduction
Fund" (hereinafter the "PPR Fund"); and
WHEREAS, pursuant to PMC § 7-3-48(b)(2) the PPR Fund can only be used for specific
purposes including recycling, composting, or other waste diversion programs;
WHEREAS, Borrower operates a recycling processing business in Pueblo, Colorado and
facilitates the consolidation, processing, packing, and diversion of recyclable plastics and other
recyclable materials from local landfills; and
WHEREAS, Borrower has received a grant from the C3 Grants and Enterprise, Colorado
Department of Public Health and Environment in the amount of $1,529,486, in part, for the
purchase of a new baling machine and related acquisition and delivery costs (the "C3 Grant"); and
WHEREAS, Borrower has further represented to the City that the C3 Grant is structured
as a reimbursement grant and that Borrower must first purchase the equipment out of pocket before
receiving reimbursement from C3; and
WHEREAS, the City desires to provide a short-term loan to Borrower from the PPR Fund,
solely for the acquisition and delivery of the baling machine described in this Agreement, in order
to support regional recycling capacity, landfill diversion, and related public purposes.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in
this Agreement, and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth below.
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1.1 "Baling Machine" means the new baling equipment, together with ordinary and necessary
related components, attachments, delivery, freight, and installation charges, if any, to be acquired
by Borrower using the Loan Proceeds and more particularly described in Exhibit A.
1.2 "Business Day" means any day other than a Saturday, Sunday, or legal holiday observed by
the City.
1.3 "C3 Grant" means the C3 Enterprise Grant administered by the Colorado Department of
Public Health and Environment and State of Colorado as evidenced by Agreement No.
CT2026*2471 attached hereto as Exhibit B.
1.4 "C3 Reimbursement" means any reimbursement, payment, disbursement, or other funds
received by Borrower from the State of Colorado for, or in connection with the C3 Grant for or
relating to the Baling Machine.
1.5 "Disbursement Date" means the date on which the City issues the two-party check
described in Section 3.2.
1.6 "Loan" means the short-term loan from the City to Borrower in the original principal
amount of Five Hundred Sixty -Eight Thousand Five Hundred Sixty -Four Dollars and Eight
Cents ($568,564.08), subject to the terms of this Agreement.
1.7 "Loan Proceeds" means funds disbursed by the City to or for the benefit of Borrower under
this Agreement.
1.8 "Principal" means the outstanding principal amount of the Loan, initially Five Hundred
Sixty -Eight Thousand Five Hundred Sixty -Four Dollars and Eight Cents ($568,564.08), plus any
interest, fees, costs, or other amounts added to principal under this Agreement.
1.9 "Repayment Period" means the period beginning on the Disbursement Date and ending on
the earlier of: (a) forty-five (45) days after Borrower's receipt of any C3 Reimbursement; or (b)
twelve months after the Disbursement Date.
ARTICLE 2 -- LOAN PURPOSE AND RESTRICTED USE OF FUNDS
2.1 Purpose
The Loan is made solely to assist Borrower with the acquisition and delivery of the Baling Machine
to Borrower's principal place of business located at 20 Environmental Pl., Pueblo, Colorado
81004.
2.2 Restricted Use
Borrower shall use the Loan Proceeds only for the acquisition and delivery of the Baling Machine
identified in Exhibit A. Borrower shall not use the Loan Proceeds for working capital, payroll,
debt service, rent, utilities, distributions, dividends, management fees, owner compensation,
unrelated equipment, taxes, penalties, fines, or any purpose unrelated to the acquisition and
delivery of the Baling Machine.
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2.3 No Change in Use Without City Approval
Borrower shall not materially change the equipment to be purchased, substitute another vendor,
redirect the Loan Proceeds, or use the Loan Proceeds for any materially different cost or purpose
without the City's prior written approval, which may be granted or withheld in the City's absolute
and sole discretion. Purchasing any equipment other than that identified in Exhibit A, including
other equipment listed in the C3 grant agreement, shall be considered a material change and a
breach of this Agreement.
ARTICLE 3 -- LOAN AMOUNT AND DISBURSEMENT
3.1 Principal Amount
Subject to the terms and conditions of this Agreement, the City agrees to lend Borrower the
principal amount of Five Hundred Sixty -Eight Thousand Five Hundred Sixty -Four Dollars and
Eight Cents ($568,564.08).
3.2 Method and Timing of Disbursement
The City shall provide the Loan Proceeds by two -parry check made payable jointly to Borrower
and the Baling Machine vendor identified in Exhibit A. Subject to satisfaction of the conditions in
Section 3.3 below, the City shall issue the two -parry check within fourteen (14) days after the later
of: (a) execution of this Agreement by Borrower; or (b) execution of this Agreement by the City.
3.3 Conditions Precedent to Disbursement
The City shall have no obligation to disburse the Loan Proceeds unless and until Borrower has
delivered the following to the City, in form and substance reasonably acceptable to the City:
(a) a copy of the C3 Grant award notice, grant agreement (including all exhibits and
attachments), award letter, or other documentation reasonably evidencing the C3 Grant and
the reimbursement purpose;
(b) the vendor invoice, quote, purchase order, or equivalent documentation identifying the
Baling Machine, vendor, price, payment instructions, and delivery location;
(c) Borrower's completed and current IRS Form W-9;
(d) evidence of insurance reasonably acceptable to the City, including commercial general
liability insurance and any other insurance reasonably requested by the City for the
ownership, transport, installation, or operation of the Baling Machine;
(e) evidence that Borrower is in good standing with the Colorado Secretary of State;
(f) evidence of Borrower's authority to enter into this Agreement, including any required
member, manager, or company authorization;
(g) a fully completed disbursement checklist substantially in the form attached as Exhibit
C; and
(h) any other documentation reasonably requested by the City to confirm that the Loan
Proceeds will be used only for the purposes authorized by this Agreement.
3.4 No Security or Collateral
The Loan is unsecured. The City shall not require Borrower to grant a security interest in the Baling
Machine or any other collateral as a condition of the Loan.
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ARTICLE 4 — REPAYMENT
4.1 Repayment Obligation
Borrower shall repay the full outstanding Principal in one lump -sum payment on or before the last
day of the Repayment Period. Borrower's repayment obligation is absolute and unconditional and
is not limited to, conditioned on, or excused by the termination of the C3 grant agreement, or the
amount, timing, denial, reduction, delay, cancellation, or nonreceipt of any C3 Reimbursement,
except that receipt of C3 Reimbursement triggers the earlier repayment deadline described in
Section 1.8.
4.2 Notice of C3 Reimbursement
Borrower shall provide written notice to the City within two (2) Business Days after Borrower
receives any C3 Reimbursement. Borrower's notice shall identify the amount received, date
received, payment source, and grant or reimbursement reference number, if available, and shall
include reasonable supporting documentation.
4.3 Payment Amount and Payment Address
On or before the applicable due date, Borrower shall make a one-time payment in the amount of
Five Hundred Sixty -Eight Thousand Five Hundred Sixty -Four Dollars and Eight Cents
($568,564.08), plus any interest, Default Interest, costs, fees, or other amounts due under this
Agreement, to:
City of Pueblo Finance Department
101 W. Riverwalk
Pueblo, Colorado 81003
4.4 Prepayment
Borrower may prepay the Loan in whole or in part at any time without premium or penalty. Any
partial prepayment shall be applied first to costs and fees due to the City, second to accrued
Interest, if any, and third to outstanding Principal.
4.5 Interest
This Loan shall bear interest at the rate of six percent (6%) per annum from the date of
disbursement until the end of the Repayment Period except that interest shall not be due so long
as the Loan is repaid in full by the end of the Repayment Period. If the Loan is not repaid in full
by the end of the Repayment Period, the full amount of the accrued Interest shall be added to the
principal balance. Thereafter, beginning the day after the end of the Repayment Period, the full
Principal balance of the Loan plus the accrued Interest shall accrue Default Interest pursuant to
paragraph 8.3 of this Agreement.
ARTICLE 5 -- BORROWER REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to the City as follows:
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5.1 Organization and Good Standing
Borrower is a Colorado limited liability company, duly organized, validly existing, and in good
standing under the laws of the State of Colorado.
5.2 Authority
Borrower has full power and authority to execute, deliver, and perform this Agreement. The person
signing this Agreement on behalf of Borrower has been duly authorized to do so.
5.3 No Conflict
Borrower's execution and performance of this Agreement will not violate Borrower's
organizational documents, any agreement binding Borrower, any grant requirement known to
Borrower, or any applicable law, order, rule, or regulation.
5.4 Grant Status
Borrower has received notice of the C3 Grant and has provided or will provide to the City true,
correct, and complete copies of all material documents in Borrower's possession relating to the C3
Grant, the Baling Machine, and the reimbursement process.
5.5 Use of Funds
Borrower will use the Loan Proceeds solely for the purposes authorized by this Agreement.
5.6 No Misstatements
No representation, certification, document, or information provided by Borrower to the City in
connection with this Agreement contains any material misstatement or omits any material fact
necessary to make the information provided not misleading.
5.7 Compliance With Laws
Borrower shall comply with all applicable federal, state, and local laws, rules, regulations,
ordinances, permits, licenses, and approvals relating to its business, the Baling Machine, the C3
Grant, and this Agreement.
SECTION 6 -- BORROWER COVENANTS
6.1 Acquisition and Delivery
Borrower shall promptly acquire and arrange delivery of the Baling Machine to 20 Environmental
Pl., Pueblo, Colorado 81004. Borrower shall provide the City reasonable evidence of purchase,
payment, delivery, and installation, as applicable.
6.2 Documentation
Borrower shall maintain complete and accurate books, records, invoices, receipts, grant
correspondence, reimbursement requests, and payment records relating to the Loan, the Loan
Proceeds, the C3 Grant, and the Baling Machine for not less than three (3) years after repayment
in full of all amounts due under this Agreement.
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6.3 Inspection and Records Review
Upon reasonable prior notice and during normal business hours, Borrower shall permit the City to
inspect the Baling Machine and review records reasonably related to the Loan, Loan Proceeds, the
C3 Grant, and compliance with this Agreement. The City shall conduct any inspection or review
in a manner reasonably designed to avoid unnecessary disruption to Borrower's operations.
Borrower shall provide to City copies of any and all documents requested by City.
6.4 C3 Communications and Reimbursement Requests
Borrower shall diligently pursue the C3 Reimbursement in accordance with applicable C3 Grant
requirements. Borrower shall promptly provide the City with copies of material communications
from C3 concerning approval, denial, reduction, delay, cancellation, disbursement, or
reimbursement under the C3 Grant.
6.5 Notice of Material Events
Borrower shall notify the City in writing within five (5) Business Days after Borrower becomes
aware of any event that could materially impair Borrower's ability to repay the Loan, obtain the
C3 Reimbursement, acquire or retain the Baling Machine, or perform its obligations under this
Agreement.
6.6 No Assignment
Borrower shall not assign, transfer, delegate, or encumber its rights or obligations under this
Agreement without the City's prior written consent. Any attempted assignment without the City's
prior written consent is void.
6.7 No Disposition of Baling Machine During Repayment Period
Until all amounts due under this Agreement have been paid in full, Borrower shall not sell, transfer,
lease, encumber, lien, abandon, materially relocate outside the City of Pueblo, or otherwise dispose
of the Baling Machine without the City's prior written consent, except in the ordinary course of
maintenance, repair, replacement of parts, or warranty service.
SECTION 7 -- CITY COVENANTS AND LIMITATIONS
7.1 City Disbursement
Subject to Borrower's satisfaction of all conditions precedent and the other terms of this
Agreement, the City shall disburse the Loan Proceeds as provided in Section 3.
7.2 Public Purpose and Fund Limitations
The Parties acknowledge that the Loan is intended to support recycling infrastructure, landfill
diversion, and related public purposes. The City's obligations under this Agreement are limited by
the lawful availability and permitted use of the PPR Fund and all applicable constitutional,
statutory, charter, ordinance, budgetary, appropriation, and fiscal requirements.
7.3 No Waiver of Governmental Immunity
Nothing in this Agreement shall be construed as a waiver of the City's rights, defenses, limitations,
or immunities under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq., or any
other applicable law.
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7.4 No Multiple Fiscal Year Debt
To the extent applicable, nothing in this Agreement shall be construed to create a multiple fiscal
year direct or indirect debt or financial obligation of the City within the meaning of Article X,
Section 20 of the Colorado Constitution or any other constitutional, statutory, charter, or ordinance
limitation. This Section shall not limit Borrower's obligation to repay the Loan.
SECTION 8 -- DEFAULT AND REMEDIES
8.1 Events of Default
Each of the following constitutes an "Event of Default" under this Agreement:
(a) Borrower fails to pay any amount due under this Agreement when due;
(b) Borrower uses any Loan Proceeds for a purpose not authorized by this Agreement;
(c) Borrower fails to acquire or arrange delivery of the Baling Machine as required by this
Agreement, unless such failure is caused by vendor delay or other circumstances beyond
Borrower's reasonable control and Borrower is diligently pursuing completion;
(d) Borrower fails to provide notice of C3 Reimbursement as required by Section 4.2;
(e) Borrower fails to provide records, grant documentation, inspection access, or other
documentation required by this Agreement, and such failure continues for ten (10) days
after written notice from the City;
(f) any representation, warranty, certification, or material information provided by
Borrower to the City is false, misleading, or incomplete in any material respect when made;
(g) Borrower defaults under, materially breaches, or becomes ineligible for the C3 Grant
due to Borrower's action or omission;
(h) Borrower becomes insolvent, makes an assignment for the benefit of creditors, admits
in writing its inability to pay debts as they become due, commences or has commenced
against it any bankruptcy, receivership, dissolution, or similar proceeding, or ceases
ordinary business operations; or
(i) Borrower otherwise fails to perform any material obligation under this Agreement.
8.2 Acceleration
Upon the occurrence or continuation of an Event of Default, the City may declare all outstanding
Principal, Interest, costs, fees, and other amounts due under this Agreement immediately due and
payable without further notice, demand, presentment, protest, or other action, all of which
Borrower waives to the fullest extent permitted by law.
8.3 Default Interest
Upon the occurrence and continuation of an Event of Default, interest shall accrue on the
outstanding Principal amount at a rate of twelve percent (12%) per annum, compounded monthly
on the first day of each month ("Default Interest"). Any Default Interest not paid when due shall
be added to the Principal amount and shall thereafter bear interest at the same rate until paid in
full. Default Interest shall accrue from the date of the Event of Default until all amounts due under
this Agreement are paid in full.
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8.4 Recovery of Costs
Borrower shall reimburse the City for all reasonable costs and expenses incurred by the City in
enforcing this Agreement or collecting amounts due, including reasonable attorney fees, court
costs, filing fees, collection costs, and costs of investigation, to the extent permitted by law.
8.5 Misuse of Funds
If Borrower uses any Loan Proceeds for a purpose not authorized by this Agreement, the City may
require Borrower to immediately repay the misused amount, together with any other amounts due
under this Agreement, and may pursue any other remedy available at law or in equity.
8.6 Equitable Relief
Borrower acknowledges that misuse of public funds, failure to maintain or provide required
records, unauthorized disposition of the Baling Machine, or failure to comply with the restricted -
use requirements of this Agreement may cause harm for which monetary damages may be
inadequate. The City may seek specific performance, temporary restraining orders, preliminary
injunctions, permanent injunctions, or other equitable relief without the necessity of posting bond,
to the extent permitted by law.
8.7 Cumulative Remedies
The City's rights and remedies under this Agreement are cumulative and not exclusive. The City
may exercise any right or remedy available under this Agreement, at law, or in equity, in any order
and without waiving any other right or remedy.
8.8 No Waiver
No delay or failure by the City to exercise any right or remedy shall operate as a waiver of that
right or remedy. No waiver shall be effective unless in writing and signed by the City. A waiver
on one occasion shall not constitute a waiver on any other occasion.
9. Notices
All notices required or permitted under this Agreement shall be in writing and shall be delivered
by personal delivery, nationally recognized overnight courier, certified U.S. mail return receipt
requested, or email with confirmation of transmission, to the addresses below or to any other
address designated by a Parry by written notice.
If to City:
City of Pueblo
Attention: Mayor
1 City Hall Place
Pueblo, Colorado 81003
Email nia or ��
If to Borrower:
Design for Recycle, LLC
20 Environmental Pl.
Pueblo, Colorado 81004
With copy to:
City Attorney's Office
City of Pueblo
101 W. Riverwalk Place, 41h Floor
Pueblo, Colorado 81003
Email cat:ylt:t:crg�cy(���cbc.��s
Docusign Envelope ID: C921 BB8F-B666-877D-8280-5FBA39F18542
Attention: Justin Parker
Email: team@design4recycle.com
Notices are effective upon receipt, refusal of delivery, or confirmed email transmission if
transmitted before 5:00 p.m. Mountain Time on a Business Day, or on the next Business Day if
transmitted after that time or on a non -Business Day.
ARTICLE 10 -- GENERAL PROVISIONS
10.1 Governing Law, Venue and Waiver of Trial by Jury
This Agreement shall be governed by and construed in accordance with the laws of the State of
Colorado, without regard to conflict -of -law principles. Exclusive venue for any action arising out
of or relating to this Agreement shall be in the state courts located in Pueblo County, Colorado,
unless exclusive jurisdiction lies in federal court, in which case venue shall be in the United States
District Court for the District of Colorado. TO THE FULL EXTENT PERMITTED BY LAW, PARTIES WAIVE
THEIR RIGHTS TO A TRIAL BY JURY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT.
10.2 Relationship of the Parties
The Parties are independent contracting parties. Nothing in this Agreement creates a partnership,
joint venture, agency, employment, fiduciary, or other special relationship between the City and
Borrower.
10.3 No Third -Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns.
Nothing in this Agreement creates any right, claim, or remedy in favor of any third party, including
the State of Colorado, the Baling Machine vendor, Borrower's customers, or any member of the
public.
10.4 Entire Agreement
This Agreement, including all exhibits, constitutes the entire agreement between the Parties
concerning the Loan and supersedes all prior or contemporaneous discussions, negotiations,
proposals, term sheets, understandings, and agreements, whether written or oral, concerning the
subject matter of this Agreement.
10.5 Amendment
This Agreement may be amended only by a written instrument signed by authorized
representatives of both Parties and approved in accordance with any applicable City requirements.
10.6 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining
provisions shall remain in full force and effect to the maximum extent permitted by law.
10.7 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original and all of
which together constitute one instrument. Signatures delivered electronically or by portable
document format are effective as original signatures to the fullest extent permitted by law.
Docusign Envelope ID: C921 BB8F-B666-877D-8280-5FBA39F18542
10.8 Survival
Any provision that by its nature should survive expiration or termination of this Agreement shall
survive, including repayment obligations, records obligations, audit and inspection rights,
indemnity or reimbursement obligations, default remedies, governing law, venue, and no -waiver
provisions.
10.9 Interpretation
The headings in this Agreement are for convenience only and do not affect interpretation. The
word "including" means "including without limitation." The Parties acknowledge that each has
had the opportunity to review this Agreement with legal counsel, and no rule of construction shall
be applied against either Party as drafter.
10.10 Further Assurances
Borrower shall execute and deliver such additional documents and take such additional actions as
the City may reasonably request to carry out the intent of this Agreement, verify use of Loan
Proceeds, document the C3 Reimbursement, or evidence repayment.
11. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CITY:
CITY OF PUEBLO, COLORADO,
a Colorado
ghgme rule municipal corporation
FAt .� f V'"
Heather ra am, ayor
Date: 06/24/2026
Docusigned by:
ATT S�
By:
Clyde Bishop, City Clerk
APPROV 9cA§ejf) FORM:
�iU-S
"1'80 '
Carla L. Sikes, City Attorney
BORROWER:
DESIGN FOR RECYCLE, LLC,
a Colorado li ' P„bility company
,�US�ita, j�c+V 1tr
By: A .
Name: Justin Parker
Its: Managing Member
Date: 06/25/2026
Page 1.0 of 1.3
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EXHIBIT A
Baling Machine and Vendor Information
1. Vendor name: Altitude Recycling Equipment
2. Vendor address: 4255 S. Buckley Rd., Ste. 503, Aurora, CO 80013
3. Vendor contact name/email/phone: 720.427.3639; tyler@altituderecycling.com
4. Equipment description/model number: Excel Two Ram Baler 21191)
5. Serial number, if available: assigned after down payment
6. Purchase price: $568,564.08 (funds allocated from City)
7. Delivery address: 20 Environmental Pl., Pueblo, Colorado 81004
8. Expected delivery date: 30 weeks after deposit
9. Invoice, quote, or purchase order number: $652,071.60 see quote
(30% deposit due with order, 60% due prior to shipping, 10% due at installation)
Page '11. of 13
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EXHIBIT B
State of Colorado Grant Agreement
Department of Public Health and Environment
With
Design for Recycle, LLC
Dated
October 31, 2025 — August 31, 2027
Page 1.2 of 1.3
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EXHIBIT C
Borrower must provide the following before City disbursement:
Item
Required
Received
Notes
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Executed Agreement
Yes
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
C3 Grant award documentation
Yes
Yes
Attached
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Vendor invoice, quote, or purchase order
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Yes
Yes_
Attached
Borrower W-9
Yes
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Evidence of insurance
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Yes
Colorado Secretary of State good -standing
Yes
Yes
Attached
evidence
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Borrower authorization to execute
Yes
Agreement
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Vendor information for two-party check
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Yes
Delivery address confirmation
..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
Yes
Any additional City -required
If
documentation
requested
Page 1.3 of 1.3
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STATE OF COLORADO GRANT AGREEMENT
DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT
Cover Page
State Agency: Agreement Number:
Colorado Department of Public Health and Environment CT 2026*2471
4300 Cherry Creek Drive South
Denver, Colorado 80246
Grantee:
Design for Recycle LLC
Agreement Maximum Amount:
Initial Term
10/31/2025-08/31/2027 $1,529,486.00
Extension Terms
Contract Maximum Amount:
Agreement Performance Beginning Date:
October 31, 2025
Initial Agreement Expiration Date:
August 31, 2027
Fund Expenditure End Date:
August 31, 2027
Agreement Authority:
The C3 Enterprise is and operates as a government -owned
business within CDPHE for the purpose of collecting the fee
charged to waste producers and using the fee to provide
grants, funding, and technical assistance and to pay for
studies to promote a Circular Economy including waste
diversion and aversion. The enterprise is overseen by the C3
Board of Directors. The department administers the grant
program on behalf of the enterprise. See 25-16.5-109(3),
C.R.S.
Agreement Purpose
This project serves to both protect public health and the environment in Colorado by increasing and improving waste diversion
efforts in Pueblo County. Design for Recycle provides critical recycling solutions in Southeastern Colorado as the only
processing facility in the area. Grant funding will support critical improvements and increase Design for Recycle's capacity to
handle up to ten times the volume of materials currently processed.
The following Exhibits and Attachments are attached and incorporated into this Contract:
1. Exhibit A, Additional Provisions
2. Exhibit B, Statement of Work
3. Exhibit C, Budget
4. Exhibit D, Option Letter
Principal Representatives
For the State: For Grantee:
Megan Vinet, C3 Grants and Enterprise Unit Manager Justin Parker
Colorado Department of Public Health and Environment Design for Recycle LLC
4300 Cherry Creek Drive South 20 Enviromnental Pl.
Denver, Colorado 80246 Pueblo, CO 81004
rn��,aru.v�et(a/7tl�t�.ca.u`1 a,l„anuun(��,�ll�Yu�yuu�u�N N.Va..N,�,�u�..
Grant Agreement Number: 2026*2471 Page I of 22 Version OSC 7.24/CDPHE.8.20.24/C3.12.20.24
Docusign Envelope ID: C921 BB8F-B666-877D-8280-5FBA39F18542
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this Agreement
and to bind the Party authorizing such signature.
GRANTEE STATE OF COLORADO
Design for Recycle LLC Jared S. Polis, Governor
Colorado Circular Communities
Tyler Bandemer, Chairperson, C3 Board of Directors
FSigned by:{y.-/� 1'
s3-'A-. 1 .IV,,
k4OA.. By: Signature
Justin Parker
Owner
Name of Person Signing for Grantee
Title of Person Signing for Grantee
Date: 2025-10-30
Signed by:
Lp=
By: Signature
Tyler Bandemer
Tyler Bandemer
Chairperson, C3 Board of Directors
Chairperson, C3 Board of Directors
Date:2025-11-03
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
DacuSignedbyRobert Jaros, CPA, MBA, JD
wj-& ,4
�8s8sF4a4A084BO- By: Signature
Kurt Williams
Controller
Name of State Controller Delegate
Title of State Controller Delegate
Date Executed:2025-11-03
Grant Agreement Number: 2026*2471 Page 2 of 22 Version OSC 7.24/CDPHB.8.20.24/C3.12.20.24
Docusign Envelope ID: C921 BB8F-B666-877D-8280-5FBA39F18542
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, except as described in
§5.D, or after the Fund Expenditure End Date. If the Work will be performed in multiple
phases, the period of performance start and end date of each phase is detailed under the
Project Schedule in the Statement of Work Exhibit.
B. Initial Term
The Parties' respective performances under this Agreement shall commence on the
Agreement Performance Beginning Date shown on the Cover Page for this Agreement and
shall terminate on the Initial Agreement Expiration Date shown on the Cover Page for this
Agreement (the "Initial Term") unless sooner terminated or further extended in accordance
with the terms of this Agreement.
C. Extension Terms - State's Option
The State, at its discretion, shall have the option to extend the performance under this
Agreement beyond the Initial Term for a period, or for successive periods, of one year or
less at the same rates and under the same terms specified in this Agreement (each such
period an "Extension Term"). In order to exercise this option, the State shall provide written
notice to Grantee in a form substantially equivalent to Sample Option Letter attached to this
Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in
place, the State, at its discretion, upon written notice to Grantee as provided in §14, may
unilaterally extend such Initial Term or Extension Term for a period not to exceed two
months (an "End of Term Extension"), regardless of whether additional Extension Terms
are available or not. The provisions of this Agreement in effect when such notice is given
shall remain in effect during the End of Term Extension. The End of Term Extension shall
automatically terminate upon execution of a replacement Agreement or modification
extending the total term of this Agreement.
E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of
Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement
ceases to further the public interest of the State, the State, in its discretion, may terminate
this Agreement in whole or in part. A determination that this Agreement should be
terminated in the public interest shall not be equivalent to a State right to terminate for
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convenience. This subsection shall not apply to a termination of this Agreement by the
State for breach by Grantee, which shall be governed by 12.A.i.
i. Method and Content
The State shall notify Grantee of such termination in accordance with § 14. The notice
shall specify the effective date of the termination and whether it affects all or a portion
of this Agreement, and shall include, to the extent practicable, the public interest
justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Grantee
shall be subject to the rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay
Grantee an amount equal to the percentage of the total reimbursement payable under
this Agreement that corresponds to the percentage of Work satisfactorily completed
and accepted, as determined by the State, less payments previously made.
Additionally, if this Agreement is less than 60% completed, as determined by the
State, the State may reimburse Grantee for a portion of actual out-of-pocket expenses,
not otherwise reimbursed under this Agreement, incurred by Grantee which are
directly attributable to the uncompleted portion of Grantee's obligations, provided
that the sum of any and all reimbursement shall not exceed the maximum amount
payable to Grantee hereunder.
F. Grantee's Termination Under Federal Requirements
Grantee may request termination of this Grant by sending notice to the State, or to the
Federal Awarding Agency with a copy to the State, which includes the reasons for the
termination and the effective date of the termination. If this Grant is terminated in this
manner, then Grantee shall return any advanced payments made for work that will not be
performed prior to the effective date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
B. "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.
C. "Budget" means the budget for the Work, as described in Exhibit C.
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D. "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.
E. "CORA" means the Colorado Open Records Act, § §24-72-200. 1, et seq., C.R.S.
F. "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.
G. "End of Term Extension" means the time period defined in §2.D.
H. "Exhibits" means the exhibits and attachments included with this Agreement as shown on
the Cover Page for this Agreement.
I. "Extension Term" means the time period defined in §2.C.
J. "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.
K. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Agreement.
L. "Incident" means any accidental or deliberate event that results in or constitutes an
imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or
destruction of any communications or information resources of the State, which are
included as part of the Work, as described in §§24-37.5-401, et seq. C.R.S. Incidents
include, without limitation, (i) successful attempts to gain unauthorized access to a State
system or State Records regardless of where such information is located; (ii) unwanted
disruption or denial of service; (iii) the unauthorized use of a State system for the
processing or storage of data; or (iv) changes to State system hardware, firmware, or
software characteristics without the State's knowledge, instruction, or consent.
M. "Initial Term" means the time period defined in §2.B.
N. "Matching Funds" means the funds provided Grantee as a match required to receive the
Grant Funds.
O. "Party" means the State or Grantee, and "Parties" means both the State and Grantee.
P. "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.
Q. "State Confidential Information" means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to, State
personnel records not subject to disclosure under CORA. 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 parry who has the right to disclose such information; or (v) was independently
developed without reliance on any State Confidential Information.
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R. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a), C.R.S.
S. "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.
T. "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.
U. "Subcontractor" means third -parties, if any, engaged by Grantee to aid in performance of
the Work. "Subcontractor" also includes sub -grantees of grant funds.
V. "Uniform Guidance" means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards.
W. "Work" means the Goods delivered and Services performed pursuant to this Agreement.
X. "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, information, and any other results of the
Work. "Work Product" does not include any material that was developed prior to the
Effective Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and
interpreted as defined in that Exhibit.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the
provisions of Exhibit B. The State shall have no liability to compensate Grantee for the delivery
of any goods or the performance of any services that are not specifically set forth in this
Agreement.
5. PAYMENTS TO GRANTEE
A. Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The
State shall not pay Grantee any amount under this Agreement that exceeds the Agreement
Maximum for each State Fiscal Year shown on the Cover Page of this Agreement.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the schedule
and other conditions set forth in the Budget, Exhibit C.
b. Grantee shall initiate payment requests by invoice to the State, in a form and
manner approved by the State.
c. The State shall pay each invoice within 45 days following the State's receipt of
that invoice, so long as the amount invoiced correctly represents Work completed
by Grantee and previously accepted by the State during the term that the invoice
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covers. If the State determines that the amount of any invoice is not correct, then
Grantee shall make all changes necessary to correct that invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work
performed or deliverables provided under this Agreement.
11. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice
shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1 %
per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided,
however, that interest shall not accrue on unpaid amounts that the State disputes in
writing. Grantee shall invoice the State separately for accrued interest on delinquent
amounts, and the invoice shall reference the delinquent payment, the number of day's
interest to be paid and the interest rate.
iii. Payment Disputes
If Grantee disputes any calculation, determination or amount of any payment, Grantee
shall notify the State in writing of its dispute within 30 days following the earlier to
occur of Grantee's receipt of the payment or notification of the determination or
calculation of the payment by the State. The State will review the information
presented by Grantee and may make changes to its determination based on this
review. The calculation, determination or payment amount that results from the
State's review shall not be subject to additional dispute under this subsection. No
payment subject to a dispute under this subsection shall be due until after the State has
concluded its review, and the State shall not pay any interest on any amount during
the period it is subject to dispute under this subsection.
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year. Payment to Grantee beyond the current State Fiscal Year is
contingent on the appropriation and continuing availability of Grant Funds in any
subsequent year (as provided in the Colorado Special Provisions). If federal funds or
funds from any other non -State funds constitute all or some of the Grant Funds, the
State's obligation to pay Grantee shall be contingent upon such non -State funding
continuing to be made available for payment. Payments to be made pursuant to this
Agreement shall be made only from Grant Funds, and the State's liability for such
payments shall be limited to the amount remaining of such Grant Funds. If State,
federal or other funds are not appropriated, or otherwise become unavailable to fund
this Agreement, the State may, upon written notice, terminate this Agreement, in
whole or in part, without incurring further liability. The State shall, however, remain
obligated to pay for Services and Goods that are delivered and accepted prior to the
effective date of notice of termination, and this termination shall otherwise be treated
as if this Agreement were terminated in the public interest as described in §2.E.
vi. Option to Increase or Decrease Maximum Amount
The State has the Option to increase or decrease the statewide quantity of Goods and
Services based upon the rates established in this Agreement and increase or decrease
the maximum amount payable accordingly. In order to exercise this option, the State
shall provide written notice to Grantee in a form substantially equivalent to Sample
Option Letter attached to this Agreement. Delivery of Goods and performance of
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Services shall continue at the same rates and terms as described in this Agreement. The
State may include and incorporate a revised budget with the option letter, as long as the
revised budget does not unilaterally change rates or terms specified in this Agreement.
C. Matching Funds
Grantee shall provide Matching Funds as provided in §5.A and Exhibit C. Grantee's
obligation to pay all or any part of any matching funds, whether direct or contingent, only
extend to funds duly and lawfully appropriated for the purposes of this Agreement by the
authorized representatives of Grantee and paid into Grantee's treasury or bank account.
Grantee represents to the State that the amount designated "Grantee's Matching Funds"
in Exhibit C has been legally appropriated for the purposes of this Agreement by its
authorized representatives and paid into its treasury or bank account. Grantee shall not pay
or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature,
except as required by Grantee's laws or policies.
D. Reimbursement of Grantee Costs
Only with prior written approval, the State shall reimburse Grantee's allowable costs, not
exceeding the maximum total amount described in Exhibit C and §5.A for all allowable
costs described in this Grant and shown in the Budget, except that Grantee may adjust the
amounts between each line item of the Budget without formal modification to this
Agreement as long as the Grantee provides notice to the State of the change, the change
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.
However, any costs incurred by Grantee prior to the Effective Date shall not be reimbursed.
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:
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.
6. REPORTING - NOTIFICATION
A. Reports Upon Request of the State
In addition to any reports required pursuant to § 16 or pursuant to any other Exhibit, for any
Agreement having a term longer than three months, Grantee shall submit, upon request of
the State, 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
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procedures developed and prescribed by the State. Progress reports shall be submitted to the
State not later than five Business Days following the end of each calendar quarter or at such
time as otherwise specified by the State.
B. Litigation Reporting
If Grantee is served with a pleading or other document in connection with an action before
a court or other administrative decision making body, and such pleading or document
relates to this Agreement or may affect Grantee's ability to perform its obligations under
this Agreement, Grantee shall, within ten days after being served, notify the State of such
action and deliver copies of such pleading or document to the State's Principal
Representative identified on the Cover Page for this Agreement.
C. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later than
45 calendar days after the end of the Initial Term if no Extension Terms are exercised, or
the final Extension Term exercised by the State, containing an evaluation and review of
Grantee's performance and the final status of Grantee's obligations hereunder.
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 Awarding Agency.
B. Inspection
Grantee shall permit the State, the federal government, and any other duly authorized agent
of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee
Records during the Record Retention Period. Grantee shall make Grantee Records available
during normal business hours at Grantee's office or place of business, or at other mutually
agreed upon times or locations, upon no fewer than two Business Days' notice from the
State, unless the State determines that a shorter period of notice, or no notice, is necessary
to protect the interests of the State.
C. Monitoring
The State will monitor Grantee's performance of its obligations under this Agreement using
procedures as determined by the State. The federal government and any other duly
authorized agent of a governmental agency, in its discretion, may monitor Grantee's
performance of its obligations under this Agreement using procedures as determined by that
governmental entity. 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.
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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.
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 parry, or permit the
use by any third parry 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
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
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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.
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
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.
D. Contractor acknowledges that all State employees are subject to the ethical principles
described in §24-18-105, C.R.S. Contractor further acknowledges that State employees
may be subject to the requirements of §24-18-105, C.R.S. with regard to this Contract.
10. INSURANCE
Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Agreement. All insurance
policies required by this Agreement that are not provided through self-insurance shall be issued
by insurance companies as approved by the State.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Grantee or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
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Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one fire.
C. Automobile Liability
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.
D. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Grantee and Subcontractors.
E. Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary and noncontributory
over any insurance or self-insurance program carried by Grantee or the State.
F. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non -
renewal, except for cancellation based on non-payment of premiums, without at least 30
days prior notice to Grantee and Grantee shall forward such notice to the State in
accordance with §14 within seven days of Grantee's receipt of such notice.
G. Subrogation Waiver
All commercial insurance policies secured or maintained by Grantee or its Subcontractors
in relation to this Agreement shall include clauses stating that each carrier shall waive all
rights of recovery under subrogation or otherwise against Grantee or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
H. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, §§24-10-101, et seq., C.R. S. (the "GIA"), Grantee shall maintain, in lieu of the liability
insurance requirements stated above, at all times during the term of this Agreement such
liability insurance, by commercial policy or self-insurance, as is necessary to meet its
liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the
GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms of
this Grantee, in lieu of the liability insurance requirements stated above, such liability
insurance, by commercial policy or self-insurance, as is necessary to meet the
Subcontractor's obligations under the GIA.
L Certificates
For each commercial insurance plan provided by Grantee under this Agreement, Grantee
shall provide to the State certificates evidencing Grantee's insurance coverage required in
this Agreement within seven Business Days following the Effective Date. Grantee shall
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provide to the State certificates evidencing Subcontractor insurance coverage required
under this Agreement within seven Business Days following the Effective Date, except that,
if Grantee's subcontract is not in effect as of the Effective Date, Grantee shall provide to
the State certificates showing Subcontractor insurance coverage required under this
Agreement within seven Business Days following Grantee's execution of the subcontract.
No later than 15 days before the expiration date of Grantee's or any Subcontractor's
coverage, Grantee shall deliver to the State certificates of insurance evidencing renewals of
coverage. At any other time during the term of this Agreement, upon request by the State,
Grantee shall, within seven Business Days following the request by the State, supply to the
State evidence satisfactory to the State of compliance with the provisions of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Parry shall give written notice of Breach of
Agreement to the other Party. If the notified Parry does not cure the breach, at its sole expense,
within 30 days after the delivery of written notice, the Parry may exercise any of the remedies as
described in § 12 for that Parry. 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.
12. 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 §11, 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. 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,
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
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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 under §2.E.
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
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.
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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 non
infringing 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 in § 11 and the dispute resolution process in
§ 13 shall have all remedies available at law and equity.
13. 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 §13.A. fails to resolve the dispute within ten 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 §24-101-301(30), C.R.S. for resolution following the same resolution of
controversies process as described in §§24-106-109, 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.
14. 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
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
Parry delivers a notice to another through email and the email is undeliverable, then, unless the
Parry has been provided with an alternate email contact, the Parry 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
Parry 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
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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.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
i. Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not
be considered works made for hire under applicable law, Grantee hereby assigns to
the State, the entire right, title, and interest in and to copyrights in all Work Product
and all works based upon, derived from, or incorporating the Work Product; all
copyright applications, registrations, extensions, or renewals relating to all Work
Product and all works based upon, derived from, or incorporating the Work Product;
and all moral rights or similar rights with respect to the Work Product throughout the
world. To the extent that Grantee cannot make any of the assignments required by this
section, Grantee hereby grants to the State a perpetual, irrevocable, royalty -free
license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and
create derivative works of the Work Product and all works based upon, derived from,
or incorporating the Work Product by all means and methods and in any format now
known or invented in the future. The State may assign and license its rights under this
license.
ii. Patents
In addition, Grantee grants to the State (and to recipients of Work Product distributed
by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -free,
irrevocable patent license to make, have made, use, distribute, sell, offer for sale,
import, transfer, and otherwise utilize, operate, modify and propagate the contents of
the Work Product. Such license applies only to those patent claims licensable by
Grantee that are necessarily infringed by the Work Product alone, or by the
combination of the Work Product with anything else used by the State.
iii. Assignments and Assistance
Whether or not Grantee is under contract with the State at the time, Grantee shall
execute applications, assignments, and other documents, and shall render all other
reasonable assistance requested by the State, to enable the State to secure patents,
copyrights, licenses and other intellectual property rights related to the Work Product.
The Parties intend the Work Product to be works made for hire. Grantee assigns to the
State and its successors and assigns, the entire right, title, and interest in and to all
causes of action, either in law or in equity, for past, present, or future infringement of
intellectual property rights related to the Work Product and all works based on,
derived from, or incorporating the Work Product.
B. 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
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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.
C. 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 -parry 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 -parry vendor, or (iii) in the
case of open source software, the license terms set forth in the applicable open source
license agreement.
16. 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.
17. 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 subgrant or 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 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.
C. Binding Effect
Except as otherwise provided in §17.A., all provisions of this Agreement, including the
benefits and burdens, shall extend to and be binding upon the Parties' respective successors
and assigns.
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D. Authority
Each Parry 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,
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.
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.
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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 Parry.
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.
O. Third Parry Beneficiaries
Except for the Parties' respective successors and assigns described in § 17.A., 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
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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. Indemnification
i. General Indemnification
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.
ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Grantee in violation of §8 may
be cause for legal action by third parties against Grantee, the State, or their respective
agents. Grantee shall indemnify, save, and hold harmless the Indemnified Parties,
against any and all claims, damages, liabilities, losses, costs, expenses (including
attorneys' fees and costs) incurred by the State in relation to any act or omission by
Grantee, or its employees, agents, assigns, or Subcontractors in violation of §8.
iii. Intellectual Property Indemnification
Grantee shall indemnify, save, and hold harmless the Indemnified Parties, against any
and all costs, expenses, claims, damages, liabilities, and other amounts (including
attorneys' fees and costs) 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.
iv. Accessibility Indemnification
Grantee shall indemnify, save, and hold harmless 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 Grantee's failure to comply with §§24-85-101, et seq., C.R.S., or
the Accessibility Standards for Individuals with a Disability as established by OIT
pursuant to Section §24-85-103 (2.5), C.R.S.
U. Accessibility
Grantee shall comply with and the Work Product provided under this Agreement shall
be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and
the Accessibility Standards for Individuals with a Disability, as established by the
Governor's Office of Information Technology (OIT), pursuant to Section §24-85-103
(2.5), C.R.S. Grantee shall also comply with all State of Colorado technology
standards related to technology accessibility and with a Level AA of the most current
version of the Web Content Accessibility Guidelines (WCAG), incorporated in the
State of Colorado technology standards.
ii. The State may require Grantee's compliance to the State's Accessibility Standards to
be determined by a third party selected by the State to attest to Grantee's Work
Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the
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Accessibility Standards for Individuals with a Disability as established by OIT
pursuant to Section §24-85-103 (2.5), C.R.S.
18. 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), C.R.S., 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.
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
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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.
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.
L 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.
VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4,
C.R.S.
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.
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A���I*rtude
EQU HIIII T
EXCEL 2R9D TWO RAM BALER AND STEEL BELT CONVEYOR
Customer: Design for Recycle
20 Environmental PI
Pueblo CO 81004
EQUIPMENT
Excel 2R9D Two Ram Baler
•
50 HP/460 volt motor
•
9" bore x 106" stroke main cylinder
•
9" bore eject cylinder
•
3,000 PSI system pressure, automatic mode
•
162 PSI ram face pressure
•
40" wide x 65" long charge box opening
•
30" high x 45" wide x 60" long bale size
•
Hardox 400 wear liners, replaceable, 3/8" thick on
chamber floor and sidewalls
•
47,500 lbs. machine weight
•
Hardened, serrated, rotatable cutting knives
•
Bale release door
•
Bale separation door
•
Operator -free, PLC controls
•
Air -to -oil heat exchanger
•
Bale table
•
Accent Automatic Wire Tier
•
17 second cycle time
•
Standard load hopper
•
Conveyor controls (up to 10 HP)
Oil Heater
Conveyor Controls
Upper Photo Eye
Hydraulic Oil (320 Gallons)
Date: May 20, 2026
PRICE
$ 387,500
$ 2,300
Included
Included
To be Provided by Customer
Baler Subtotal
Take your recycling to its highest point
Tyler Francis (720) 427 - 3639
Tyler@AltitudeRecycling.com
Docusign Envelope ID: C921 BB8F-B666-877D-8280-5FBA39F18542
A���I*rtude
�P; � II IIIIEGUHIIENT
Fluent Conveyors HD Roller Chain Steel Belt Conveyor $ 182,500
• 60" wide belt, 3" x 3/8" tall cleats on 72" centers
• 3" rollers on 6" pitch, %" thick steel pans
• 4" high precision die formed interlocking off set wings
• %" steel structural tubing frame
• 12" tail load depth, 36" incline load depth
• 8ft usable pit section
• 48" Pit Depth
• 6" x 6" rectangular tube adjustable leg supports
• Push button E-stops on each side
• Auto chain oilers
• 10 HP Motor
Upper Hopper Extension Included
Pit Plates Included
Estimated Freight to Pueblo CO (3 Trucks) $ 15,000
Estimated Installation, Start -Up, and Training $ 25,000
Estimated Crane Service to Unload Baler $ 2,500
Estimated Lifting Equipment $ 5,000
Stem of Baling Wire $ 3,000
TOTAL: $ 622,800
State Sales Tax: Exempt
Estimated Local Sales Tax (4.7%): $ 29,271.60
Total with Sales Tax: $ 652,071.60
*Prices are good for 15 days
*Estimated lead-time: 35-40 weeks subject to prior sales
*Terms — 30% deposit due with order, 60% due prior to shipping, 10% due at installation
*Work is quoted to occur during normal business hours. After hours, nights, weekends and
holiday work will incur additional overtime charges
*Freight is estimate only, actual cost will depend on rates at time of shipment
*Installation cost is subject to final site survey
*Permitting and engineering is not included
*Electrical work not included in installation, power to be provided by customer
*THIS PROPOSAL IS SUBJECT TO A FINAL SITE SURVEY*
Take your recycling to its highest point
Tyler Francis (720) 427 - 3639
Tyler@AltitudeRecycling.com
Docusign Envelope ID: C921 BB8F-B666-877D-8280-5FBA39F18542
Request for Taxpayer
Form 9 (Rev. January 2026) Identification Number and Certification
Department of the Treasury Go to www.irs.gov1FormW9 for instructions and the latest information.
Internal Revenue Service
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, on page 2.
Give form to the
requester. Do not
send to the IRS.
1 Name of entity/individual. An entry is required. (For a sole proprietorship or disregarded entity, enter the owner's name on line 1, and enter the business/
disregarded entity's name on line 2.)
Design for Recycle, LLC
2 Business name/disregarded entity name, if different from above.
c6
3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only
4 Exemptions (codes apply only to
one of the following seven boxes.
certain entities, not individuals;
c-
❑ Individual/sole proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate
see instructions on page 4):
c
✓❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . P
Exempt payee code (if any)
Vl
pNote:
Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
V
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate
Exemption from Foreign Account TaxCompliance
`
box for the tax classification of its owner.
N
Act (FATCA) reporting
❑ (see instructions)
code any)
( Y)
V
3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification,
V
N
( Applies to accounts maintainedoutside
y
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this
box if have foreign beneficiaries. See instructions ❑
the United States.)
you any partners, owners, or
U)
5 Address (number, street, and apt. or suite no.). See instructions.
Requester's name and address (optional)
20 Environmental PI.
6 City, state, and ZIP code
Pueblo, CO 81004
7 List account number(s) here (optional)
KiUM
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line
1 to avoid backup withholding. For individuals, this is generally your social security number
(SSN). Do not report the employer identification number (EIN) of a sole proprietorship or
disregarded entity. For a resident alien, sole proprietor, or disregarded entity, see the
instructions for Part I, later. For other entities, it is your EIN. If you do not have a number,
see How to get a TIN, later.
Note: If the account is in more than one name, see the instructions for line 1. See also
What Name and Number To Give the Requester for guidelines on whose number to enter.
Certification
Social security number
- M -
or
Employer identification number
[q2 - 4 3 5 4 4 4 1
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct; and
5. ❑ I am exempt from information reporting as a U.S. digital asset broker within the meaning of Regulations section 1.6045-1(g)(4)(i)
(A)(1) (other than a registered investment adviser). I claim exempt status under Regulations section 1.6045-1(c)(3)(i)(13)(12).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to
backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2
does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an
individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the
certification, but you must provide your correct TIN. See the instructions for Part 11, later.
Sign
Here Signature of P1
/ / 1
U.S. person Date
Cat. No. 10231X Form W-9 (Rev. 1-2026) Created 8/27/25
Docusign Envelope ID: C921 BB8F-B666-877D-8280-5FBA39F18542
OFFICE OF THE SECRETARY OF STATE
OF THE STATE OF C OL ORAD O
CERTIFICATE OF FACT OF GOOD STANDING
I, Jena Griswold, as the Secretary of State of the State of Colorado, hereby certify that, according to the
records of this office,
Design for Recycle LLC
is a
Limited Liability Company
formed or registered on 02/06/2018 under the law of Colorado, has complied with all applicable
requirements of this office, and is in good standing with this office. This entity has been assigned entity
identification number 20181112119 .
This certificate reflects facts established or disclosed by documents delivered to this office on paper through
01/14/2026 that have been posted, and by documents delivered to this office electronically through
01/15/2026 @ 13:58:57 .
I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this
official certificate at Denver, Colorado on 01/15/2026 @ 13:58:57 in accordance with applicable law.
This certificate is assigned Confirmation Number 18086055
Secretary of State of the State of Colorado
End of Certificate*******************************************
Notice: A certificate issued electronically from the Colorado Secretary of State's website is fully and immediately valid and effective.
However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a
Certificate page of the Secretary of State's website, httpsJ/www.coloradosos.gov/biz/CertifieateSearehCriteria.do entering the
certificate's confirmation number displayed on the certificate, and following the instructions displayed Confirming the issuance of a certificate
is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our website,
httpsJ/www.coloradosos.gov click "Businesses, trademarks, trade names" and select "Frequently Asked Questions. "