HomeMy WebLinkAbout048 - 04/18/2023 - AUTHORIZING THE CITY MANAGER TO ACCEPT A GRANT AWARD AND COMPLY WITH THE TERMS OF A GRANT FROM THE CORDINANCE NO.048,2023
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE CITY MANAGER TO ACCEPT A GRANT AWARD AND COMPLY
WITH THE TERMS OF A GRANT FROM THE COLORADO WATER CONSERVATION
BOARD,MAKING SUPPLEMENTAL APPROPRIATIONS IN THE WATER FUND AND
AUTHORIZING TRANSFERS FROM THE WATER FUND,
FOR THE XERISCAPE INCENTIVE PROGRAM
WHEREAS,the City owns and operates Fort Collins Utilities (“Utilities”),which includes
a water utility that provides water to customers in its service area;and
WHEREAS,water conservation and efficiency is a tool Utilities uses,primarily through
the Utilities Water Conservation Division,to manage and reduce the demand for water service by
Utilities customers,which is beneficial to the City,the water utility,and its ratepayers by,among
other reasons,reducing demand on water supplies and helping to ensure that the demand for water
does not exceed supplies;and
WHEREAS,Utilities has developed the Xeriscape Incentive Program (“Program”)to
support customers seeking to transform their largescale landscapes to use less water from Utilities,
such as those of homeowners’associations and commercial customers;and
WHEREAS,the Colorado Water Conservation Board (also,“CWCB”)provides grants to
water conservation programs;and
WHEREAS,such grants can provide significant funding for the Program,allowing it to
expand beyond the scale that would otherwise be supported;and
WHEREAS,Utilities applied for such a grant,with the application attached hereto as
Exhibit “A”;and
WHEREAS,the CWCB awarded Utilities such a grant for $100,000 for the Program;and
WHEREAS,the grant requires $123,110 in “matching funds”from the City,of which
$57,220 have already been appropriated in the 2023 Water Fund in the Water Conservation
operating budget,and of which the remaining $65,890 in Water Fund reserves is appropriated
herein;and
WHEREAS,this appropriation benefits public health,safety and welfare of the citizens of
Fort Collins and serves the public purpose of water conservation and efficiency,as discussed
above;and
WHEREAS,Article V,Section 9 of the City Charter permits the City Council,upon
recommendation of the City Manager,to make a supplemental appropriation by ordinance at any
time during the fiscal year,provided that the total amount of such supplemental appropriation,in
combination with all previous appropriations for that fiscal year,do not exceed the current estimate
of actual and anticipated revenues and all other funds to be received during the fiscal year;and
WHEREAS,the City Manager has recommended the appropriation described herein and
determined that this appropriation is available and previously unappropriated from the Water Fund
and will not cause the total amount appropriated in the Water Fund to exceed the current estimate
of actual and anticipated revenues and all other funds to be received in this Fund during this fiscal
year;and
WHEREAS,Article V,Section 10 of the City Charter authorizes the City Council,upon
recommendation by the City Manager,to transfer by ordinance any unexpended and
unencumbered appropriated amount or portion thereof from one fund or capital project to another
fund or capital project,provided that the purpose for which the transferred funds are to be expended
remains unchanged,the purpose for which the funds were initially appropriated no longer exists,
or the proposed transfer is from a fund or capital project in which the amount appropriated exceeds
the amount needed to accomplish the purpose specified in the appropriation ordinance and
WHEREAS,the City Manager has recommended the transfer of $57,220 from the Water
Conservation operating budget in the Water Fund to the Xeriscape Incentive Program in the Water
Fund to meet,in part,the City’s required match under the grant with the CWCB for the Xeriscape
Incentive Program Expansion project;and
WHEREAS,Article V,Section 9 of the City Charter permits the City Council,upon the
recommendation of the City Manager,to make supplemental appropriations by ordinance at any
time during the fiscal year such funds for expenditure as may be available from reserves
accumulated in prior years,notwithstanding that such reserves were not previously appropriated;
and
WHEREAS,the City Manager has recommended the appropriation described herein and
determined that this appropriation is available and previously unappropriated from the Water Fund
and will not cause the total amount appropriated in the Water Fund to exceed the current estimate
of actual and anticipated revenues and all other funds to be received in this Fund during this fiscal
year;and
WHEREAS,Article V,Section 11 of the City Charter authorizes the City Council to
designate in the ordinance when appropriating funds for a federal,state or private grant,that such
appropriation shall not lapse at the end of the fiscal year in which the appropriation is made,but
continue until the earlier of the expiration of the federal,state or private grant or the City’s
expenditure of all funds received from such grant;and
WHEREAS,the City Council wishes to designate the appropriation herein from the
Colorado Water Conservation Board grant as an appropriation that shall not lapse until the earlier
of the expiration of the grant or the City’s expenditure of all funds received from such grant.
NOW,THEREFORE,BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1.That the City Council hereby makes and adopts the determinations and
findings contained in the recitals set forth above.
Section 2.That there is hereby appropriated from new revenue or other funds in the
Water Fund the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000)to be expended in
the Water Fund for the Xeriscape Incentive Program.
Section 3.That the unexpended and unencumbered appropriated amount of FIFTY-
SEVEN THOUSAND TWO HUNDRED TWENTY DOLLARS ($57,220)is authorized for
transfer from the Water Conservation operating budget in the Water Fund to the Xeriscape
Incentive Program in the Water Fund and appropriated therein to be expended for the Xeriscape
Incentive Program Expansion project,with period of performance from May 1,2023 through May
1,2028.
Section 4.That there is hereby appropriated from prior year reserves in the Water Fund
the sum of SIXTY-FIVE THOUSAND EIGHT HUNDRED NINETY DOLLARS ($65,890)to be
expended in the Water Fund for the Xeriscape Incentive Program Expansion project,with period
of performance from May 1,2023,through May 1,2028.
Section 5.That the appropriation herein from the Colorado Water Conservation Board
grant is hereby designated,as authorized in Article V,Section II of the City Charter,as an
appropriation that shall not lapse at the end of this fiscal year but continue until the earlier of the
expiration of the grant or the City’s expenditure of all funds received from such grant.
Section 6.That the City Council authorizes the City Manager or their designee to
accept the grant and comply with the terms of the grant application and award.
Introduced,considered favorably on first reading,and ordered publi:
April 2023,and to be presented for final nassage on the I 8t]
ATTEST:
this 4th day of
City Clerk
Passed and adopted on final reading on the 18th day of April,2023
Oh4t
ATTEST:
EXHIBIT A
O COLORADO~Colorado Water
Conservaton Board
Depaitmeni of Naiuml Resources
Colorado Water Conservation Board
Water Plan
Water Project Summary
Name of Applicant Fort Collins Utilities
Name of Water Project Xeriscape Incentive Program Expansion
Grant Request Amount $100,000.00
Primary Category $100,000.00
Conservation &Land Use Planning
Total Applicant Match $123,110.00
Applicant Cash Match $123,110.00
Applicant In-Kind Match $0 00
Total Other Sources of Funding $0.00
Total Project Cost $223,110.00
Applicant &Grantee Information
Name of Grantee:Fort Collins Utilities
Mailing Address:222 Laporte Ave Fort Collins CO 80521
FEIN:846,000,587
Organization Contact:Katie Collins
Position/Title:Water Conservation Coordinator Email.kcoIlins~fcgov corn
Phone:kcollins@fcgov.com
Organization Contact -Alternate:Kelsey Doan
Position/Title:Ernail:kdoan~fcgov.corn
Phone:970-416-2410
Grant Managernent Contact:Katie Collins
Position/Title:Water Conservation Coordinator Email:kcollins@fcgov com
Phone:kcollins~fcgov.com
Grant Management Contact -Alternate.Kelsey Doan
Position/Title:Email kdoan@fcgov.corn
Phone 970-416-2410
Description of Grantee/Applicant
Fort Collins Utilities (Utilities)is a municipal utility located in Fort Collins,Colorado,65 miles north of Denver.
Utilities serves about 35,500 water customers and delivers an average of 24,000 acre-feet per year.
Type of Eligible Entity
•Public (Governrnent)o Public (District)
0 Public (Municipality)
CWP Grant Application I of 5
EXHIBIT A
U Ditch Company
fl Private Incorporated
~Private Individual,Partnership or Sole Proprietor
Li Non-governmental Organization
C Covered Entity
Other
Category of Water Project
Agricultural Projects
Developing communications materials that specifically work with and educate t e agricultural community on
headwater restoration,identifying the state of the science of this type of work to assist agncultural users
among others.
•Conservation &Land Use Planning
Act ivities and projects that implement long-term strategies for conservation,land use,and drought planning
Q Engagement &Innovation Activities
Activities and projects that support water education,outreach,and innovation efforts.Please fill out the
Supplemental Application on the website.
~Watershed Restoration &Recreation
Projects that promote watershed health,environmental health,and recreation.
~Water Storage &Supply
Projects that facilitate the development of additional storage,artificial aquifer recharge,and dredging
existing reservoirs to restore the reservoirs’full decreed capacity and Multi-beneficial projects and those
projects identified in basin implementation plans to address the water supply and demand gap
Location of Water Project
Latitude 40.585258
Longitude -105 084419
Lat Long Flag
Water Source Utilities’water sources are the Poudre River and the Colorado-Big Thompson (C-BT)
Project.We divert an average of 11,300 acre4eet from the Poudre and own 18,855 units
of CB-T water
Basins Colorado South Platte
Counties
Districts
Water Project Overview
Major Water Use Type Municipal
Type of Water Project Education
Scheduled Start Date -Design 7/112022
Scheduled Start Date -Construction
Description
Fort Collins Utilities requests $100,000 to expand the Xeriscape Incentive Program (XIP),a turf-replacement
rebate program for residential and commercial water customers All grant money will go directly to eligible Utilities
customers in the form of rebates.
Measurable Results
CWP Grant Apphcation 2 of 5
EXHIBIT A
New Storage Created (acre-feet)
New Annual Water Supplies Developed or Conserved (acre-feet),Consumptive or Nonconsumptive
Existing Storage Preserved or Enhanced (acre-feet)
New Storage Created (acre-feet)
Length of Stream Restored or Protected (linear feet)
Efficiency Savings (dollars/year)
Efficiency Savings (acre-feet/year)
Area of Restored or Preserved Habitat (acres)
Quantity of Water Shared through Alternative Transfer Mechanisms or water sharing agreement
(acre-feet)
Number of Coloradans Impacted by Incorporating Water-Saving Actions into Land Use Planning
Number of Coloradans Impacted by Engagement Activity
Other
3.9 AF/Vear is the anticipated water savings based on the minimum square feet of approximately 189,000 square
feet that may be funded by the total program amount ($223k)multiplied by the average water savings per square
foot of area converted.Staff used the average savings calculated for residential projects of 6 8 gallons per
square foot of area converted.There is more project data for residential projects therefore a higher confidence of
accuracy.
Water Project Justification
Colorado’s Water Plan
The program supports the following statewide long-term goals outlined on page 6-59 in Chapter 6.3 of the
Colorado Water Plan (CWP):
Reduce overall future water needs through cost-effective water efficiency measures
The wall-to-wall turf aesthetic so commonly found on residential and commercial properties throughout Fort
Collins does not fit the Colorado climate.Conversion of these spaces to drought resilient,low-water use
landscapes will reduce future water needs and enhance urban landscapes with biodiversity and examples of
Colorado-wise landscapes.Through analysis of past residential projects,we estimate an average savings of 6.8
gallons per square foot of area converted.Spending all funds available for rebates results in a minimum project
transformation area of approximately 189,000 square feet,reducing total water use by no less than 1.3 million
gallons annually (3.9 acre-feet/year).We anticipate additional savings knowing the average project size typically
exceeds maximum rebate-able area.The Xeriscape Incentive Program (XIP)currently costs the Utility $166 per
1,000 gallons saved not including staff time We anticipate staff time decreasing for this program as the it grows
and more program efficiencies are established,making it even more cost effective.
Promote water efficiency ethic throughout Colorado
The XIP Expansion promotes water efficiency ethic by supporting long-term landscape changes that reduce
water use,increase resiliency to future climate conditions and act as demonstration sites to encourage water
conservation.Word of mouth is increasingly becoming our number one marketing tool for this program Projects
funded by XIP are showcased in several ways such as photos on City websites,signs in project areas a
self-guided garden tour,one-time presentations requested by HOA5 and other organizations,and individuals and
groups working on the landscapes themselves,spreading the word as people walk by.The more projects Fort
Collins Utilities (Utilities)supports,the more interest grows for water-wise landscapes.Additionally earmarking a
portion of funding for municipal projects encourages City-owned properties to get caught up with overdue
water-wise landscape conversions and to be an example for the community.
CWPGrantApplication 3 of 5
EXHIBIT A
The program supports the following action outlined on page 6-73 in Chapter 6 3 of CWP
Strengthen partnerships:The CWCB will create or renew partnerships between the CWCB and the following
groups to reach water conservation goals:
(a)Local water providers and local governments to implement water conservation programs to the benefit their
water systems
Utilities has an engaged customer base with a demonstrated need and interest in landscape transformation.
Lessons learned from the current and past programs have helped staff determine what resources and support
customers need to be successful while concurrently optimizing staff time By partnering with CWCB through the
grant process,the XIP Expansion helps Utilities address customer needs supports the Fort Collins city council
xeriscape priority,and advances two of the five areas of opportunity outlined in Utilities’Water Efficiency Plan
(WEP):(1)promote and support greater outdoor water efficiency (2)expand commercial and industrial strategies
Additional benefits to the Utilities’water system include increased drought resiliency and lower peak demand.
The program supports the following actionable objective outlined on page 9-53 in Chapter 9.5 of CWP:
Colorado’s Water Plan provides technical and financial and assistance for high-quality,balanced,and
grassroots water education and outreach efforts that inform Coloradans about the issues so that they may
engage in determining Colorado’s water future.
The XIP Expansion aligns with the CWP goal to increase water education.XIP is set up to engage customers in
the “Seven Principles of Xeriscape”by incentivizing education and planning as the first steps in a project.Since
2016 staff have dedicated more than 300 in-class hours educating over 950 residential account holders through
free classes on the topics of water sources,efficient landscape watering,and landscape and irrigation design
considerations.In 2018,subject matter experts on staff began offering one-on-one appointments specific to
irrigation,design,and native plants.The result has been higher quality designs and installations and more
efficient irrigation retrofits.These efforts also address the fifth goal outlined in Utilities’WEP to increase
community water literacy.
Commercial project participants are encouraged to work with certified landscape contractors to provide
short-term and long-term water and landscape management plans that promote successful establishment.
Utilities refers landscape contractors certified by the Irrigation Association and National Association of Landscape
Professionals to encourage high-quality installations.
To help keep water use in check,Utilities provides all water users with tools to keep track of their own water use
via the MyWater (Watersmart Software)portal,including residential water budgets,leak alerts and access to
AMI/billing data,plus customized water budgets for commercial customers through the Landscape Water Budget
program.
The program supports the following actionable objectives outlined on page 10-5 in Chapter 10.2 of CWP:
Supply-Demand Gap:Colorado’s Water Plan sets a measurable objective of reducing the projected 2050
municipal and industrial (M&l)gap from as much as 560 000 acre4eet to zero acre-feet by 2030
Colorado’s water population is expected to double by 2050,thereby doubling the expected use in M&l.Even with
passive conservation programs (e.g.,fixture replacements),active conservation programs are necessary to
address the gap.The XIP Expansion will help close the gap in the M&l sector by decreasing outdoor water use
through conversion to water efficient urban landscapes,while also creating resources that encourage successful
future landscape transformations throughout the state.While there are many established residential and
commercial programs in Colorado,Utilities’XIP has long served as a resource to developing and existing
CWP Grant Application 4 of 5
EXHIBIT A
programs,and program managers.
•Conservation.Colorado’s Water Plan sets a measurable objective to achieve 400,000 acre-feet of municipal
and industrial water conservation by 2050.
Savings from the XIP Expansion will contribute directly to CWP’s water conservation goal of saving 400,000
acre-feet by 2050 with an estimated annual reduction in water demand of 3.9 acre-feet for projects funded with
the help of this grant.Projects that have received funding through XIP in the past are already contributing to
water conservation goals.Water-use analysis of program participants show residents save an average of 6.8
gallons per square foot of area converted post-establishment,annually.*Since 2016,staff estimates XIP projects
have contributed to a total of 17 million gallons in water savings,and counting **
*Gallons saved per square foot based on analysis of actual water use across residential and commercial
projects.AMI data was used.
**Based on a cumulative total through 2021 of estimated water savings at 6.8 gallons per square foot of area
converted multiplied by area converted in a given project year 2016 has six years of cumulative savings 2017
has five years,and so on.
Related Studies
Fort Collins is one of the case studies in this publication and is a good example of a multi-source funded
program.It supports CWCB’s effort to provide information for future turf replacement programs in light of House
Bill 22-1151.
•Financing the Future:How to Pay for Turf Replacement in Colorado
httos //westemresourceadvocates.org/wp-contentluploadsl2o22/04/2022_0427_UtllltyTurfReDlacement Final pdf
I Fort Collins Xeriscape ncentive Program was a case study for this report
•Alliance for Water Efficiency Landscape Transformation Study 2018 Analytics Report.
14S sAaAi ,I1A~i —AAAAA~I1s~i S.—
The Northern Water Grant is another local grant available to Utilities commercial water customers.Customers
often leverage one funding source as match funding to secure funding from the other.This is especially helpful
for participants who don t have the capital to do a project.
•Northern Water Conservancy Water-Efficient Landscape Grant and Landscape Consultation programs:
htto:/lwww.northernwater.org/docs/WaterConservation/Northern%2OWater/o20grant ‘/a2oprogram ‘/o2ofact /o2oshee
Taxpayer Bill of Rights
As a public government entity,the Fort Collins Utilities complies with all state laws and regulations.Any funds
obtained by this grant would be placed in the Utilities enterprise fund and would not be subject to TABOR
restrictions
CWP Grant Application 5 of 5
EXHIBIT A
State of Colorado Purchase Order Terms and Conditions
1.OfferlAcceptance.This Purchase Order,together with these terms and conditions (including,
if applicable,Addendum 1:Additional Terms and Conditions for Information Technology,below),and
any other attachments,exhibits,specifications,or appendices,whether attached or incorporated by
reference (collectively the “PD”)shall represent the entire and exclusive agreement between the
State and the Vendor.If this P0 refers to Vendor’s bid or proposal,this P0 is an ACCEPTANCE of
Vendor’s OFFER TO SELL in accordance with the terms and conditions of this P0.If a bid or
proposal is not referenced,this P0 is an OFFER TO BUY,subject to Vendor’s acceptance,
demonstrated by Vendor’s performance or written acceptance of this P0.Any COUNTER-OFFER TO
SELL automatically CANCELS this P0,unless a change order accepting the counter-offer is issued in
accordance with §4 accepting a counter-offer.The State shall not be responsible or liable for goods or
services delivered or performed prior to issuance of this PC.
2.Order of Precedence.In the event of a conflict or inconsistency within this PC,such conflict
or inconsistency shall be resolved by giving preference to the documents in the following order of
priority:(a)the Purchase Order document;(b)these Terms and Conditions (including,if applicable,
Addendum 1:Additional Terms and Conditions for Information Technology below);and (c)any
attachments,exhibits,specifications,or appendices,whether attached or incorporated by reference.
Any terms and conditions included on Vendor’s forms or invoices not included in this PC are void.
3.Safety Information.All chemicals,equipment,and materials proposed or used in the
performance of this PC shall conform to the requirements of the Occupational Safety and Health Act
of 1970.Vendor shall furnish all Material Safety Data Sheets (MSDS)for any regulated chemicals,
equipment,or hazardous materials at the time of delivery.
4.Changes.Vendor shall furnish goods or services in strict accordance with the specifications
and price set forth for each item.This P0 shall not be modified,superseded or otherwise altered,
except in writing signed by the State and accepted by Vendor.If this P0 is for goods only and Vendor
has not delivered the goods prior to the expiration of this P0,but Vendor delivers all of the goods to
the State only after expiration of this PC,then the State,in its sole discretion,may accept the goods
under this PD by extending this P0 and delivering the modification to Vendor;however,regardless of
anything to the contrary,if the State does not extend this P0 for any reason then the goods delivered
after expiration of this P0 shall be deemed rejected,Vendor shall arrange the return of all delivered
goods at Vendor’s sole expense,and the State shall have no liability for any such goods.
5.Delivery.Unless otherwise specified in this PC,delivery shall be FOB destination,freight
prepaid and allowed.The State is relying on the promised delivery date and any installation or service
performance set forth in this P0 as material and basic to the State’s acceptance.If Vendor fails to
deliver or perform as and when promised,the State,in its sole discretion,may cancel its order,or any
part thereof,without prejudice to its other rights,return all or part of any shipment so made,and
charge Vendor with any loss or expense sustained as a result of such failure to deliver or perform as
promised.Time is of the essence.
6.Rights to Materials.CNot Applicable to POs issued either in whole or in part for
Information Technology,as defined in CRS ~24-37.5-102(2);which shall be governed by
Addendum I §B.J Unless specifically stated otherwise in this P0,all materials,including without
limitation supplies,equipment,documents,content,information,or other material of any type,
whether tangible or intangible (collectively “Materials”),furnished by the State to Vendor or delivered
by Vendor to the State in performance of its obligations under this P0 shall be the exclusive property
of the State.Vendor shall return or deliver all Materials to the State upon completion or termination of
this PC.
7.Reporting.If Vendor 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 PC or may affect Vendor’s ability to perform its obligations under this PC,Vendor shall,within
Page 1 ofl2
Effective 7 1 2022
EXHIBIT A
10 days after being served,notify the State of such action and deliver copies of such pleading or
document to the State.Vendor shall disclose,in a timely manner,in writing to the State all violations
of federal or state criminal law involving fraud,bribery,or gratuity violations potentially affecting this
P0.The State may impose any remedies available,which may include,without limitation,suspension
or debarment.
8.Conflicts of Interest.Vendor acknowledges that with respect to this PC,even the
appearance of a conflict of interest is harmful to the State’s interests.Absent the State’s prior written
approval,Vendor shall refrain from any practices,activities,or relationships that reasonably may
appear to be in conflict with the full performance of Vendor’s obligations to the State hereunder.If a
conflict or appearance of a conflict of interest exists,or if Vendor is uncertain as to such,Vendor 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 with
respect to the actual or apparent conflict constitutes a breach of this PC.Vendor acknowledges that
all State employees are subject to the ethical principles described in §24-1 8-1 05,C.R.S.Vendor
further acknowledges that State employees may be subject to the requirements of §24-18-105,
C.R.S.with regard to this PC.
9.Warranties.All provisions and remedies of the Colorado Uniform Commercial Code,CRS,
Title 4 (“UCC”),relating to implied or express warranties for goods are incorporated herein,in addition
to any warranties contained in this PC.
10.Inspection and Acceptance.The State’s final acceptance of goods or services is contingent
upon completion of all applicable inspection procedures.All goods delivered shall be newly
manufactured and the current model,unless otherwise specified.The State shall have the right to
inspect goods or services provided under this PC at all reasonable times and places.The State shall
be the sole judge in determining “equals”with regard to conformance with the specifications outlined
in this PC for quality,price,and performance.If any of the goods or services do not conform to this
P0,the State,at its sole discretion,may require Vendor to either (a)replace the goods specified by
the State or (b)perform the services again,without additional payment from the State.When defects
in the quality or quantity of goods or services cannot be corrected by replacement or re-performance,
the State may (c)require Vendor to take necessary action to ensure that future performance
conforms to this PC and (d)equitably reduce the payment due Vendor to reflect the reduced value of
the goods or services performed.These remedies do not limit the remedies otherwise available in this
P0,at law,or in equity.
11.Taxes.The State is exempt from federal excise taxes and from State and local sales and use
taxes.The State shall not be liable for the payment of any excise,sales,or use taxes imposed on
Vendor.A tax exemption certificate will be made available upon Vendor’s request.
12.Payment.The State shall not pay Vendor any amount for performance under this PC in
excess of the Document Total set forth on the Purchase Order document.The State shall pay Vendor
for all amounts due within 45 days after the State’s receipt of goods or services and acceptance of a
correct invoice of amount due.Amounts not paid by the State within 45 days of the State’s
acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the
rate set forth in CRS §24-30-202(24)until paid in full.Interest shall not accrue if a good faith dispute
exists as to the State’s obligation to pay all or a portion of the amount due.Vendor shall invoice the
State separately for interest on delinquent amounts due,referencing the delinquent payment,number
of day’s interest to be paid,and applicable interest rate.The State may benefit from any early
payment discount offered by Vendor by making payment within the timeframes required by Vendor to
be eligible for such discount.If Vendor offers an early payment discount,then the discount shall be
shown on Vendor’s invoices to the State,and if the State makes payment on the invoice within the
time frame for the discount,Vendor shall either (a)accept the payment amount less the appropriate
discount or (b)refund the discount back to the State.Except as specifically agreed in this PC,Vendor
Page 2 ofl2
Effective 7 1 2022
EXHIBIT A
shall be solely responsible for all costs,expenses,and other charges it incurs in connection with its
performance under this PC.
13.Assignment.Vendor’s rights and obligations under this PC shall not be transferred or
assigned without the prior,written consent of the State and execution of a new PC.Any attempt at
assignment or transfer without such consent and new PC shall be void.Any new P0 approved by the
State shall be subject to the same terms and conditions as those set forth in this PC.
14.Subcontracts.Unless otherwise specified in this PC,Vendor shall not enter into any
subcontract in connection with its obligations under this P0 without the prior,written approval of the
State.Vendor shall submit to the State a copy of each such subcontract upon request by the State.
All subcontracts entered into by Vendor in connection with this PC 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 PC.
15.Severability.The invalidity or unenforceability of any provision of this PC shall not affect the
validity or enforceability of any other provision of this PC,which shall remain in full force and effect,
provided,that the parties can continue to perform their obligations in accordance with the intent of this
PC.
16.Survival of Certain P0 Terms.Any provision of this PC that imposes an obligation on a party
after termination or expiration of this P0 shall survive the termination or expiration of this PC and
shall be enforceable by the other party.
17.Third Party Beneficiaries.Except for the parties’respective successors and assigns,this PC
does not and is not intended to confer any rights or remedies upon any person or entity other than the
parties.Enforcement of this PC and all rights and obligations hereunder is reserved solely to the
parties.Any services or benefits which third parties receive as a result of this PC are incidental to this
PC,and do not create any rights for such third parties.
18.Waiver.A party’s failure or delay in exercising any right,power,or privilege under this PC,
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.
19.Indemnification.[Not Applicable to Inter-governmental POs]Vendor 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 Vendor,or its employees,agents,subcontractors,or assignees in connection
with this PC.This shall include,without limitation,any and all costs,expenses,claims,damages,
liabilities,court awards and other amounts incurred by the Indemnified Parties in relation to any claim
that any work infringes a patent,copyright,trademark,trade secret,or any other intellectual property
right or any claim for loss or improper disclosure of any confidential information or personally
identifiable information.
20.Notice.All notices given under this PC shall be in writing,and shall be delivered to the
contacts for each party listed on the Purchase Order document.Either party may change its contact
or contact information by notice submitted in writing to the other party without a formal modification to
this PC.
21.Insurance,Except as otherwise specifically stated in this PC,Vendor shall obtain and
maintain insurance as specified in this section at all times during the term of this P0:(a)workers’
compensation insurance as required by state statute,and employers’liability insurance covering all
Vendor employees acting within the course and scope of their employment;(b)Commercial general
liability insurance written on an Insurance Services Office occurrence form,covering premises
operations,fire damage,independent contractors,products and completed operations,blanket
contractual liability,personal injury,and advertising liability with minimum limits as follows:$1,000,000
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each occurrence;$1,000,000 general aggregate;$1,000,000 products and completed operations
aggregate;and $50,000 any one fire;and (c)Automobile liability insurance covering any auto
(including owned,hired and non-owned autos)with a minimum limit of $1,000,000 each accident
combined single limit.If Vendor will or may have access to any protected information,then Vendor
shall also obtain and maintain insurance covering loss and disclosure of protected information and
claims based on alleged violations of privacy right through improper use and disclosure of protected
information with limits of $1,000,000 each occurrence and $1,000,000 general aggregate at all times
during the term of this PC.Additional insurance may be required as provided elsewhere in this PC.
All insurance policies required by this P0 shall be issued by insurance companies with an AM Best
rating of A-Vlll or better.This insurance requirement shall not apply if this PC is solely for goods,as
determined by the State,unless specifically stated otherwise in this PC or any attachment or exhibit
to this PC.If Vendor is a public agency within the meaning of the Colorado Governmental Immunity
Act,then this section shall not apply and Vendor shall instead comply with the Colorado
Governmental Immunity Act.The State shall be named as additional insured on all commercial
general liability policies required of Vendor All insurance policies secured or maintained by Vendor in
relation to this Purchase Order shall include clauses stating that each carrier shall waive all rights of
recovery under subrogation or otherwise against Vendor or the State,its agencies,institutions,
organizations,officers,agents,employees,and volunteers.
22.Termination Prior to Vendor Acceptance.If Vendor has not begun performance under this
PC,the State may cancel this P0 by providing written notice to the Vendor.
23.Termination for Cause.(a)If Vendor refuses or fails to timely and properly perform any of its
obligations under this P0 with such diligence as will ensure its completion within the time specified in
this PC,the State may notify Vendor in writing of non-performance and,if not corrected by Vendor
within the time specified in the notice,terminate Vendor’s right to proceed with this P0 or such part
thereof as to which there has been delay or a failure.Vendor shall continue performance of this PD to
the extent not terminated.(b)Vendor shall be liable for excess costs incurred by the State in
procuring similar goods or services and the State may withhold such amounts as the State deems
necessary.(c)If after rejection,revocation,or other termination of Vendor’s right to proceed under the
UCC or this clause,the State determines for any reason that Vendor was not in default or the delay
was excusable,the rights and obligations of the State and Vendor shall be the same as if the notice of
termination had been issued pursuant to termination under §24.
24.Termination in Public Interest.The State is entering into this PC for the purpose of carrying
out the public interest of the State,as determined by its Governor,General Assembly,or Courts.If
this PC ceases to further the public interest of the State as determined by its Governor,General
Assembly,or Courts,the State,in its sole discretion,may terminate this P0 in whole or in part and
such termination shall not be deemed to be a breach of the State’s obligations hereunder.This
section shall not apply to a termination for cause,which shall be governed by §23.A determination
that this PC should be terminated in the public interest shall not be equivalent to a State right to
terminate for convenience.The State shall give written notice of termination to Vendor specifying the
part of this P0 terminated and when termination becomes effective.Upon receipt of notice of
termination,Vendor shall not incur further obligations except as necessary to mitigate costs of
performance.For services or specially manufactured goods,the State shall pay (a)reasonable
settlement expenses,(b)this P0 price or rate for supplies and services delivered and accepted,(c)
reasonable costs of performance on unaccepted supplies and services,and (d)a reasonable profit
for the unaccepted work.For existing goods,the State shall pay (e)reasonable settlement expenses,
(f)the PC price for goods delivered and accepted,(g)reasonable costs incurred in preparation for
delivery of the undelivered goods,and (h)a reasonable profit for the preparatory work.The State’s
termination liability under this section shall not exceed the total PC price.As a condition for payment
under this section,Vendor shall submit a termination proposal and reasonable supporting
documentation,and cost and pricing data as requested by the State.
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25.Funds Availability.Financial obligations of the State payable after the State’s current fiscal
year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made
available.If this PC is funded in whole or in part with federal funds,this PC is subject to and
contingent upon the continuing availability of federal funds for the purposes hereof.The State
represents that it has set aside sufficient funds to make payment for goods delivered in a single
installment,in accordance with the terms of this PC.
26.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,CR5 §24-1 0-1 01,et seq.,the Federal Tort Claims Act,28 U.S.C.Pt.VI,
Ch.171 and 28 U.S.C.1346(b),and the State’s risk management statutes,CRS %24-30-1501,et
seq.No term or condition of this PC 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.
27.Independent Contractor.Vendor shall perform its duties under this PC as an independent
contractor and not as an employee.Neither Vendor nor any agent or employee of Vendor shall be
deemed to be an agent or employee of the State.Vendor shall not have authorization,express or
implied,to bind the State to any agreement,liability or understanding,except as expressly set forth
herein.Vendor 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 Vendor or any of its agents or employees.Vendor shall pay when
due all applicable employment taxes,income taxes and local head taxes incurred pursuant to
this P0.Vendor shall (a)provide and keep in force workers’compensation and unemployment
compensation insurance in the amounts required by law,(b)provide proof thereof when
requested by the State,and (c)be solely responsible for its acts and those of its employees
and agents.
28.Compliance with Law.Vendor 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.
29.Choice of Law,Jurisdiction and Venue.[Not Applicable to Inter-governmental POs]
Colorado law,and rules and regulations issued pursuant thereto,shall be applied in the interpretation,
execution,and enforcement of this P0.The UCC shall govern this PC in the case of goods unless
otherwise agreed in this PC.Any provision included or incorporated herein by reference,which
conflicts with said laws,rules,and regulations shall be null and void.All suits or actions related to this
P0 shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the
City and County of Denver.Any provision incorporated herein by reference which purports to negate
this or any other provision in this PC in whole or in part shall not be valid or enforceable or available
in any action at law,whether by way of complaint,defense,or otherwise.Vendor shall exhaust
administrative remedies in CRS §24-109-106,prior to commencing any judicial action against the
State.
30.Prohibited Terms.Nothing in this PC shall be construed as a waiver of any provision of CRS
§24-106-109.Any term included in this PC that requires the State to indemnify or hold Vendor
harmless;requires the State to agree to binding arbitration;limits Vendor’s liability for damages
resulting from death,bodily injury,or damage to tangible property;or that conflicts with that statute in
any way shall be void ab initio.
31.Vendor Offset and Erroneous Payments.[Not Applicable to Inter-governmental POs or
to POs issued solely for goods]The State Controller may withhold payment under the State’s
Vendor offset intercept system for debts owed to State agencies for:(a)unpaid child support debts or
child support arrearages;(b)unpaid balances of tax,accrued interest,or other charges specified in
CRS §39-21-1 01,et seq.;(c)unpaid loans due to the Student Loan Division of the Department of
Higher Education;(d)amounts required to be paid to the Unemployment Compensation Fund;and
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EXHIBIT A
(e)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 Vendor in error for any
reason,including,but not limited to,overpayments or improper payments,and unexpended or excess
funds received by Vendor by deduction from subsequent payments under this PC,deduction from
any payment due under any other contracts,grants or agreements between the State and Vendor,or
by any other appropriate method for collecting debts owed to the State.
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ADDENDUM 1:
Additional Terms &Conditions for Information Technology
IF ANY PART OF THE SUBJECT MATTER OF THIS P0 IS INFORMATION TECHNOLOGY,AS DEFINED IN
CR8 §24-37.5-1 02 (2),THE FOLLOWING PROVISIONS ALSO APPLY TO THIS PC.
A.Definitions.The following terms shall be construed and interpreted as follows:(a)“Business
Day”means any day in which the State is open and conducting business,but shall not include
Saturday,Sunday or any day on which the State observes one of the holidays listed in CRS
§24-11-101(1);(b)“CJI”means criminal justice information collected by criminal justice agencies
needed for the performance of their authorized functions,including,without limitation,all
information defined as criminal justice information by the U.S.Department of Justice,Federal
Bureau of Investigation,Criminal Justice Information Services Security Policy,as amended,and
all Criminal Justice Records as defined under CRS §24-72-302;(c)“HIPAA”means the federal
Health Information Portability and Accountability Act;(d)“Incident”means any accidental or
deliberate event that results in or constitutes an imminent threat of the unauthorized access,loss,
disclosure,modification,disruption,or destruction of any communications or information resources
of the State,pursuant to CRS §~24-37.5-401 et seq.;(e)“PCI”means payment card information
including any data related to credit card holders’names,credit card numbers,or the other credit
card information as may be protected by state or federal law;(f)“PHI”means any protected health
information,including,without limitation any information whether oral or recorded in any form or
medium that relates to the past,present or future physical or mental condition of an individual;the
provision of health care to an individual;or the past,present or future payment for the provision of
health care to an individual;and that identifies the individual or with respect to which there is a
reasonable basis to believe the information can be used to identify the individual including,without
limitation,any information defined as Individually Identifiable Health Information by HIPAA;(y)
“P11”means personally identifiable information including,without limitation,any information
maintained by the State about an individual that can be used to distinguish or trace an individual’s
identity,such as name,social security number,date and place of birth,mother’s maiden name,or
biometric records,including,without limitation,all information defined as personally identifiable
information in CRS §24-72-501.“P11”shall also mean “personal identifying information”as set forth
at §24-74-102,et.seq.,C.R.S.;(h)“State Confidential Information”means any and all State
Records not subject to disclosure under the Colorado Open Records Act,CRS §~24-72-200.1,et
seq.(“CORA”),and includes,without limitation,P11,PHI,PCI,Tax Information,CJI,and State
personnel records not subject to disclosure under CORA;(i)“State Records”means any and all
State data,information,and records,regardless of physical form;U)“Tax Information”means
federal and State of Colorado tax information including,without limitation,federal and State tax
returns,return information,and such other tax-related information as may be protected by federal
and State law and regulation,including,without limitation all information defined as federal tax
information in Internal Revenue Service Publication 1075;and (k)“Work Product”means the
tangible and intangible results of the delivery of goods and performance of services,whether
finished or unfinished,including drafts.
B.Intellectual Property.Except to the extent specifically provided elsewhere in this P0,any
State information,including without limitation pre-existing State software,research,reports,
studies,data,photographs,negatives or other documents,drawings,models,materials;or Work
Product prepared by Vendor in the performance of its obligations under this P0 shall be the
exclusive property of the State (collectively,“State Materials”).Vendor shall deliver all State
Materials to the State upon completion or termination of this P0.The State’s exclusive rights in
any Work Product prepared by Vendor shall include,but not be limited to,the right to copy,
publish,display,transfer,and prepare derivative works.Vendor shall not use,willingly allow,cause
or permit any State Materials to be used for any purpose other than the performance of Vendor’s
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EXHIBIT A
obligations hereunder without the prior written consent of the State.The State shall maintain
complete and accurate records relating to (a)its use of all Vendor and third party software
licenses and rights to use any Vendor or third party software granted under this PC and its
attachments to which the State is a party and (b)all amounts payable to Vendor pursuant to this
PC and its attachments and the State’s obligations under this P0 or to any amounts payable to
Vendor in relation to this P0,which records shall contain sufficient information to permit Vendor to
confirm the State’s compliance with the use restrictions and payment obligations under this PC or
to any third-party use restrictions to which the State is a party.Vendor retains the exclusive rights,
title and ownership to any and all pre-existing materials owned by or licensed to Vendor including,
but not limited to all pre-existing software,licensed products,associated source code,machine
code,text images,audio,video,and third-party materials,delivered by Vendor under this PC,
whether incorporated in a deliverable or necessary to use a deliverable (collectively,“Vendor
Property”).Vendor Property shall be licensed to the State as set forth in a State-approved license
agreement:(c)entered into as exhibits or attachments to this PC,(d)obtained by the State from
the applicable third-party Vendor,or (e)in the case of open source software,the license terms set
forth in the applicable open source license agreement.Notwithstanding anything to the contrary
herein,the State shall not be subject to any provision incorporated in any exhibit or attachment
attached hereto,any provision incorporated in any terms and conditions appearing on any
website,any provision incorporated into any click through or online agreements,or any provision
incorporated into any other document or agreement between the parties that (i)requires the State
to indemnify Vendor or any other party,(ii)is in violation of State laws,regulations,rules,fiscal
rules,policies,or other State requirements as deemed solely by the State,or (iii)is contrary to
this P0.
C.License or Use Audit Rights.If this P0 includes any license or other right to use Vendor’s
intellectual property,Vendor shall have the right,at any time during and throughout the term of this
P0,but not more than once during any State fiscal year,to request via written notice in
accordance with the notice provisions of this P0 that the State audit its use of Vendor’s intellectual
property and certify as to its compliance with any applicable license or use restrictions and
limitations contained in this PC (an “Audit Request”).The Audit Request shall specify the time
period to be covered by the audit,which shall not include any time periods covered by a previous
audit.The State shall complete the audit and provide certification of its compliance to Vendor
(“Audit Certification”)within 120 days following the State’s receipt of the Audit Request.If upon
receipt of the State’s Audit Certification,the parties reasonably determine that:(a)the State’s use
of licenses,use of software,use of programs,or any other use of intellectual property during the
audit period exceeded the use restrictions and limitations contained in this PC (“Overuse”)and (b)
the State would have been or is then required to purchase additional rights to use Vendor’s
intellectual property (“Additional Rights”),Vendor shall provide written notice to the State in
accordance with the notice provisions of this PC identifying any Overuse or required Additional
Rights and request that the State bring its use into compliance with such use restrictions and
limitations.Notwithstanding anything to the contrary in this P0,or incorporated as a part of
Vendor’s or any subcontractor’s website,click-through or online agreements,third-party
agreements,or any other documents or agreements between the parties,the State shall not be
liable for the costs associated with any Overuse or Additional Rights,during the audit period
regardless of whether the State may have been notified in advance of such costs.
D.Vendor Records.Vendor shall maintain a file of all documents,records,communications,
notes,and other materials relating to the work (the “Vendor Records”).Vendor Records shall
include all documents,records,communications,notes and other materials maintained by Vendor
that relate to any work performed by Subcontractors,and Vendor shall maintain all records related
to the work performed by Subcontractors required to ensure proper performance of that work.
Unless a longer period is required in this PC or any attachment or exhibit to this PC,Vendor shall
maintain Vendor Records until the last to occur of:(a)the date 3 years after the date this
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Purchase Order expires or is terminated,(b)final payment under this Purchase Order is made,(c)
the resolution of any pending Purchase Order matters,or (d)if an audit is occurring,or Vendor
has received notice that an audit is pending,the date such audit is completed and its findings
have been resolved (the “Record Retention Period”).Vendor 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 Vendor Records during the Record Retention Period.
Vendor shall make Vendor Records available during normal business hours at Vendor’s office or
place of business,or at other mutually agreed upon times or locations,upon no fewer than 2
Business Days’notice from the State,unless the State determines that a shorter period of notice,
or no notice,is necessary to protect the interests of the State.The State,in its discretion,may
monitor Vendor’s performance of its obligations under this Purchase Order using procedures as
determined by the State.The State shall monitor Vendor’s performance in a manner that does not
unduly interfere with Vendor’s performance of the work.Vendor shall promptly submit to the State
a copy of any final audit report of an audit performed on Vendor’s records that relates to or affects
this Purchase Order or the work,whether the audit is conducted by Vendor or a third party.
E.Information Confidentiality.Vendor shall keep confidential,and cause all subcontractors to
keep confidential,all State Records,unless those State Records are publicly available.Vendor
shall not,without prior written approval of the State,use,publish,copy,disclose to any third party,
or permit the use by any third party of any State Records,except as otherwise stated in this P0,
permitted by law,or approved in writing by the State.Vendor shall provide for the security of all
State Confidential Information in accordance with all applicable laws,rules,policies,publications,
and guidelines.If Vendor or any of its subcontractors will or may have access to any State
Confidential Information or any other protected information,Vendor shall comply with all Colorado
Office of Information Security (OlS)policies and procedures which OIS has issued pursuant to
CRS §~24-37.5-4O1 through 406,and 8 CCR §1501-5 and posted at
httos //oit.colorado.pov/standards-policies-puides/technical-standards-oolicies,all information
security and privacy obligations imposed by any federal,state,or local statute or regulation,or by
any industry standards or guidelines,as applicable based on the classification of the data relevant
to Vendor’s performance under this P0.Such obligations may arise from HIPAA;IRS Publication
1075;Payment Card Industry Data Security Standard (PCI-DSS);Federal Bureau of Investigation
Criminal Justice Information Service Security Addendum;Centers for Medicare &Medicaid
Services (CMS)Minimum Acceptable Risk Standards for Exchanges;and Electronic Information
Exchange Security Requirements and Procedures for State and Local Agencies Exchanging
Electronic Information With The Social Security Administration.Vendor shall immediately forward
any request or demand for State Records to the State’s purchasing agent.
F.Other Entity Access and Nondisclosure Agreements.Vendor 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 P0.Vendor shall ensure
all such agents,employees,assigns,and subcontractors sign agreements containing
nondisclosure provisions at least as protective as those in this P0,and that the nondisclosure
provisions are in force at all times the agent,employee,assign or subcontractor has access to any
State Confidential Information.Vendor shall provide copies of those signed nondisclosure
provisions to the State upon execution of the nondisclosure provisions if requested by the State.
G.Use,Security,and Retention.Vendor shall use,hold,and maintain State Confidential
Information in compliance with all applicable laws and regulations only in facilities located within
the United States,and shall maintain a secure environment that ensures confidentiality of all State
Confidential Information.Vendor shall provide the State with access,subject to Vendor’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
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EXHIBIT A
termination of this PC,Vendor shall return State Records provided to Vendor or destroy such
State Records and certify to the State that it has done so,as directed by the State.If Vendor is
prevented by law or regulation from returning or destroying State Confidential Information,Vendor
warrants it will guarantee the confidentiality of,and cease to use,such State Confidential
Information.
H.Incident Notice and Remediation.If Vendor 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 Vendor can establish
none of Vendor or any of its agents,employees,assigns,or subcontractors are the cause or
source of the Incident,Vendor shall be responsible for the cost of notifying each person who may
have been impacted by the Incident.After an Incident,Vendor 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 Vendor shall make all modifications as directed by the State.If Vendor 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 Vendor shall reimburse the State for the
reasonable actual costs thereof.
I.Data Protection and Handling.Vendor shall ensure that all State Records and Work Product
in the possession of Vendor or any subcontractors are protected and handled in accordance with
the requirements of this P0 at all times.Upon request by the State made any time prior to 60 days
following the termination of this PC for any reason,whether or not this PC is expiring or
terminating,Vendor shall make available to the State a complete and secure download file of all
data that is encrypted and appropriately authenticated.This download file shall be made available
to the State within 10 Business Days following the State’s request,and shall contain,without
limitation,all State Records,Work Product,and system schema and transformation definitions,or
delimited text files with documents,detailed schema definitions,and attachments in its native
format.Upon the termination of Vendor’s services under this PC,Vendor shall,as directed by the
State,return all State Records provided by the State to Vendor,and the copies thereof,to the
State or destroy all such State Records and certify to the State that it has done so.If legal
obligations imposed upon Vendor prevent Vendor from returning or destroying all or part of the
State Records provided by the State,Vendor shall guarantee the confidentiality of all State
Records in Vendor’s possession and will not actively process such data.The State retains the
right to use the established operational services to access and retrieve State Records stored on
Vendor’s infrastructure at its sole discretion and at any time.
J.Compliance with 015 Policies and Procedure.Vendor shall review,on a semi-annual basis,
all Colorado Office of Information Security (“CIS”)policies and procedures which OIS has
promulgated pursuant to CRS §~24-37.5-401 through 406 and 8 CCR §1501 -5 and posted at
https.//oit.colorado.gov/standards-oolicies-auides/technical-standards-policies,to ensure
compliance with the standards and guidelines published therein.Vendor shall cooperate,and shall
cause its subcontractors to cooperate,with the performance of security audit and penetration tests
by 015 or its designee.
K.Safeguarding P11.If Vendor or any of its subcontractors will or may receive P11 under this P0,
Vendor shall provide for the security of such P11,in a manner and form acceptable to the State,
including,without limitation,all State requirements relating to non-disclosure,use of appropriate
technology,security practices,computer access security,data access security,data storage
encryption,data transmission encryption,security inspections,and audits.Vendor shall be a
“Third-Party Service Provider”as defined in CRS §24-73-103(1)(i)and shall maintain security
procedures and practices consistent with CRS §~24-73-101.In addition,as set forth in §
24-74-102,et.seq.,C.R.S.,Contractor,including,but not limited to,Contractor’s employees,
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agents and Subcontractors,agrees not to share any P11 with any third parties for the purpose of
investigating for,participating in,cooperating with,or assisting with Federal immigration
enforcement.If Contractor is given direct access to any State databases containing P11,Contractor
shall execute,on behalf of itself and its employees,the certification -ii .-‘
Form or P11 Entity Certification Form [Download form from Hyperlink]on an annual basis and
Contractor’s duty and obligation to certify shall continue as long as Contractor has direct access to
any State databases containing P11.If Contractor uses any Subcontractors to perform services
requiring direct access to State databases containing P11,the Contractor shall require such
Subcontractors to execute and deliver the certification to the State on an annual basis,so long as
the Subcontractor has access to State databases containing P11.
L.Software Piracy Prohibition.State or other public funds payable under this PD shall not be
used for the acquisition,operation,or maintenance of computer software in violation of federal
copyright laws or applicable licensing restrictions.Vendor hereby certifies and warrants that,
during the term of this PC and any extensions,Vendor has and shall maintain in place appropriate
systems and controls to prevent such improper use of public funds.If the State determines that
Vendor is in violation of this provision,the State may exercise any remedy available at law or in
equity or under this PC,including,without limitation,immediate termination of this P0 and any
remedy consistent with federal copyright laws or applicable licensing restrictions.
M.Information Technology.To the extent that Vendor provides physical or logical storage of
State Records;Vendor creates,uses,processes,discloses,transmits,or disposes of State
Records;or Vendor is otherwise given physical or logical access to State Records in order to
perform Vendor’s obligations under this P0,Vendor shall,and shall cause its subcontractors,to:
(a)provide physical and logical protection for all hardware,software,applications,and data that
meets or exceeds industry standards and the requirements of this PC;(b)maintain network,
system,and application security,which includes,but is not limited to,network firewalls,intrusion
detection (host and network),annual security testing,and improvements or enhancements
consistent with evolving industry standards;(c)comply with State and federal rules and
regulations related to overall security,privacy,confidentiality,integrity,availability,and auditing;(d)
provide that security is not compromised by unauthorized access to workspaces,computers,
networks,software,databases,or other physical or electronic environments;(e)promptly report all
Incidents,including Incidents that do not result in unauthorized disclosure or loss of data integrity,
to a designated representative of the OIS;and (I)comply with all rules,policies,procedures,and
standards issued by the Governor’s Office of Information Technology (CIT),including project
lifecycle methodology and governance,technical standards,documentation,and other
requirements posted at
httDs:/foit.colorado.pov/standards-Dolicies-puides/technical-standards-Dolicies.Vendor shall not
allow remote access to State Records from outside the United States,including access by
Vendor’s employees or agents,without the prior express written consent of QIS.Vendor shall
communicate any request regarding non-U.S.access to State Records to the State.The State,
acting by and through QIS,shall have sole discretion to grant or deny any such request.
N.Accessibility.Vendor shall comply with and the Work Product provided under this PC 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 OIT pursuant to
Section §24-85-103 (2.5),CR5.Vendor shall also comply with all State of Colorado technology
standards related to technology accessibility and with Level AA of the most current version of the
Web Content Accessibility Guidelines (WCAG),incorporated in the State of Colorado technology
standards.Vendor 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 Vendor’s
failure to comply with §~24-85-101,et seq.,C.R.S.,or the Accessibility Standards for Individuals
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EXHIBIT A
with a Disability as established by CIT pursuant to Section §24-85-103 (2.5),C.R.S.The State
may require Vendor’s compliance to the State’s Accessibility Standards to be determined by a
third party selected by the State to attest to Vendor’s Work Product and software is in compliance
with §~24-85-101,et seq.,C.R.S.,and the Accessibility Standards for Individuals with a Disability
as established by CIT pursuant to Section §24-85-1 03 (2.5),C.R.S.
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