ASU24009-RFP Beverage Vending Services.pdf

BEVERAGE VENDING & SPONSORSHIP for ASU

REQUEST FOR PROPOSAL

ASU24009-RFP

ISSUE DATE: FEBRUARY 7, 2024

PROPOSAL DUE DATE: MARCH 8, 2024 @ 2:00 P.M., MT

CONTACT

Renee Vigil

Director of Purchasing reneevigil@adams.edu

TABLE OF CONTENTS

BACKGROUND, OVERVIEW AND GOALS 1

ADMINISTRATIVE INFORMATION 2

ISSUING OFFICE 2

OFFICIAL MEANS OF COMMUNICATION 2

LIMITED COMPETITION IN BIDNET 2

PURPOSE 2

SCOPE 2

SCHEDULE OF ACTIVITIES 2

INQUIRIES 3

MODIFICATION OR WITHDRAWAL OF PROPOSALS 3

PROPOSAL SUBMISSION 3

ADDENDUM OR SUPPLEMENT TO REQUEST FOR PROPOSAL 3

ORAL PRESENTATIONS / SITE VISITS 3

ACCEPTANCE OF RFP TERMS 3

PROTESTED SOLICITATIONS AND AWARDS 4

CONFIDENTIAL / PROPRIETARY INFORMATION 4

RFP RESPONSE MATERIAL OWNERSHIP 4

PROPOSAL PRICES 4

DISCUSSION WITH RESPONSIBLE OFFEROR’S AND REVISIONS TO PROPOSALS 5

SELECTION OF PROPOSAL 5

AWARD OF CONTRACT 5

ACCEPTANCE OF PROPOSAL CONTENT 5

STANDARD CONTRACT 5

RFP CANCELLATION 5

STATE OWNERSHIP OF CONTRACT PRODUCTS / SERVICES 5

INCURRING COSTS 6

NON-DISCRIMINATION 6

REJECTION OF PROPOSALS 6

PARENT COMPANY 6

NEWS RELEASES 6

CONTRACT CANCELLATION 6

CERTIFICATION OF INDEPENDENT PRICE DETERMINATION 6

TAXES 7

ASSIGNMENT AND DELEGATION 7

AVAILABILITY OF FUNDS 7

INSURANCE 8

INDEPENDENT CONTRACTOR CLAUSE 8

INDEMNIFICATION 9

VENUE 9

SPECIAL PROVISIONS 9

STATEMENT OF WORK 11

BEVERAGE VENDING MACHINES & BEAR NECESSITIES MINIMUM REQUIREMENTS 11

ATHLETICS AND CONCESSIONS 14

DESIRED ADDITIONAL SUPPORT 17

DEFAULT BY CONTRACTOR 17

OFFEROR RESPONSE FORMAT 17

EVALUATION 19

VENDOR RESPONSE FORM 22

APPENDIX A: VENDING MACHINE LOCATIONS 24

APPENDIX B: GRIZZLY CLUB CORPORATE PARTNERSHIP INFORMATION 25

APPENDIX C: STATE CONTRACT TEMPLATE ___________________________________________26

1. BACKGROUND, OVERVIEW, AND GOALS

Adams State University, in Alamosa, Colorado seeks proposals from established companies having experience providing soft drink, juice, bottled water, and sport drink beverages through coin-operated and vending machines to be placed on the Adams State University campus. The University’s athletics program requires a beverage vendor or vendors to provide beverage products, supplies, and equipment for the University’s athletic events and concessions. Additional support offerings for athletics and campus life events in exchange for advertising opportunities are required. Exclusive or non-exclusive vending and advertising rights will be granted by the University to one or more contractor(s), considering which option is most advantageous to the University

The primary goals of the University for its beverage vending machine contract(s) are to experience excellent service from its vending machine provider(s) and to increase the sales volume of products from vending machines. The purpose of providing beverages, through vending machines, on the campus is to make available desirable beverages to students, faculty, and staff. It is not feasible for the University to own and manage beverage vending machines for the campus community. The purpose of providing beverage products, supplies, and equipment for the University’s on campus athletic events and concessions is to provide a variety of refreshments to create a positive experience for fans who attend athletic events and to support the beverage needs of athletic team members and staff during athletic events.

Adams State University is a four-year University with an undergraduate/graduate enrollment of about 2,500 on campus students and more than 10,000 in Extended Studies. Adams State University is located in the city of Alamosa, with a population of approximately 9,800 people. Situated in the San Luis Valley, home to the Great Sand Dunes National Monument, located in south central Colorado, Adams State University is surrounded by the Sangre de Cristo and San Juan mountain ranges. With towering peaks of over 14,300 feet, the mountains provide a variety of winter and summer sports and account for brisk winter nights and sun-filled days for which the Valley is known. A sense of history and adventure unique to the Southwest creates an environment conducive to both academic and social growth.

The contract will be for up to five (5) years subject to annual review, with an option to extend for three

(3) additional one-year renewal terms for a total not to exceed eight (8) years, may be considered if deemed in the best interest of the University.

Please note the Schedule of Activities in the ADMINISTRATIVE INFORMATION section and read the STATEMENT OF WORK and OFFEROR’S RESPONSE FORMAT sections very carefully, as they contain detailed requirements that will affect your proposal.

2. ADMINISTRATIVE INFORMATION

1. ISSUING OFFICE: This Request for Proposal (RFP) is issued for Adams State University of Colorado (Adams State University, or ASU). The Adams State University Purchasing Office (ASU Purchasing) is the sole point of contact concerning this RFP.

2. OFFICIAL MEANS OF COMMUNICATION: During the solicitation process for this RFP, all official communication between Adams State University and offerors will be via postings on the Rocky Mountain E-Purchasing System at https://www.bidnetdirect.com. ASU Purchasing will post notices which will include, but not be limited to, any modifications to administrative or performance requirements, answers to inquiries received, clarifications to requirements, and the announcement of the awarded offeror. It is incumbent upon offerors to carefully and regularly monitor https://www.bidnetdirect.com for any such postings. Offerors must be registered on https://www.bidnetdirect.com in order to download solicitation documents and information, including modifications, and to be considered responsive at the time of submission of the response.

3. LIMITED COMPETITION: This solicitation is published using the Rocky Mountain E-Purchasing System (Bidnet) at https://www.bidnetdirect.com. Because of the limited competition expected from registered vendors on this solicitation, the procuring agency intends to use both Bidnet and additional methods of vendor notification and may make the specifications available to non-registered vendors through additional means. However, quotes, bids or offers submitted by non-registered vendors will not be opened or considered (except as necessary to determine registration status) unless, after examination of quotes/bids/offers submitted by Bidnet registered vendors, it is determined that there is not adequate competition among Bidnet registered vendors. If adequate competition exists among registered vendors, quotes, bids, or proposals from non-registered vendors will not be considered.

4. PURPOSE: This RFP provides prospective offerors with sufficient information to enable them to prepare and submit proposals for consideration by ASU to satisfy the need for beverage vending services in the completion of the goals of this RFP.

5. SCOPE: This RFP contains the instructions governing proposal submission, the material to be included therein, mandatory requirements to be met to be eligible for consideration, and the terms, conditions, specifications, and other requirements to be met in a responsive proposal.

6. SCHEDULE OF ACTIVITIES: TIMELINE:

a. RFP notice published on the Rocky Mountain ePurchasing System February 7, 2024

b. Prospective offerors' written inquiry deadline, including request for a site visit (no questions accepted after this date and time) February 23, 2024 12:00 P.M., MT

c. Proposal submission deadline: March 8, 2024 12:00 P.M., MT.

d. Oral presentations tentatively week of April 1st (If, needed)

e. Proposal selection (estimated) April 30, 2024

f. Contract Finalized (estimated) June 15, 2024

g. Contract Period July 1, 2024 – June 30, 2029 (proposed date)

h. Optional Renewal Period July 1, 2029 – June 30, 2030 (upon yearly review)

7. INQUIRIES: Offerors may make written email inquiries concerning this RFP to obtain clarification of requirements. No inquiries will be accepted after the date and time indicated in the SCHEDULE OF

ACTIVITIES.

Send all inquiries to: Director of Purchasing, only Subject Line: INQUIRY OR RFP # ASU24009 Email to: reneevigil@adams.edu

Response to offerors' inquiries will be published as a modification on Rocky Mountain ePurchasing system by ASU Purchasing in a timely manner. Offerors should not rely on any other statements that alter any specification or other term or condition of the RFP.

8. MODIFICATION OR WITHDRAWAL OF PROPOSALS: Proposals may be modified or withdrawn by the offeror prior to the established proposal submission due date and time.

9. PROPOSAL SUBMISSION: Proposals must be received on or before the date and time indicated in the SCHEDULE OF ACTIVITIES. Late proposals will not be accepted. It is the responsibility of the offeror to ensure that the proposal is received electronically in the Rocky Mountain e-Purchasing System https://www.bidnetdirect.com on or before the proposal due date and time.

a. VENDOR RESPONSE FORM must be signed by the offeror or an officer of the offeror legally authorized to bind the offeror to the proposal. Include the signed VENDOR RESPONSE FORM with the original proposal. Proposals at variance with this requirement may not be accepted.

b. Proposal Format: Adams State University desires and encourages that proposals be submitted in the same format and order as listed.

c. Late Proposals: Late proposals will not be accepted. It is the responsibility of the offeror to ensure that the proposal is received on or before the proposal due date and time.

10. ADDENDUM OR SUPPLEMENT TO REQUEST FOR PROPOSAL: In the event that a revision to any part of this RFP becomes necessary, an addendum notice will be sent via Bidnet.

11. ORAL PRESENTATIONS / SITE VISITS: Offerors may be asked to make oral presentations or to make their facilities available for a site inspection by the evaluation committee. Such presentations and/or site visits will be at the offeror’s expense.

12. ACCEPTANCE OF RFP TERMS: A proposal submitted in response to this RFP shall constitute a binding offer. Acknowledgment of this condition shall be indicated by the signature of the offeror or an officer of the offeror legally authorized to execute contractual obligations. A submission in response to this RFP acknowledges acceptance by the offeror of all terms and conditions including compensation, set forth herein. An offeror shall identify clearly and thoroughly any variations between its proposal and ASU’s RFP. Failure to do so shall be deemed a waiver of any rights to subsequently modify the terms of performance, except as outlined or specified in the RFP.

13. PROTESTED SOLICITATIONS AND AWARDS: Any actual or prospective offeror or contractor who is aggrieved in connection with the solicitation or subsequent award of a contract may protest to the ASU Purchasing Director. The protest shall be submitted in writing within seven (7) working days after such aggrieved person knows, or should have known, of the facts giving rise thereto (emphasis added). With regard to the emphasized language above, it is important for offerors to note that a challenge to the solicitation’s requirements or specifications should be made within 7 days of when the protestable item is known. In other words, if you believe that the solicitation contains a requirement you want to protest, the protest should be submitted within the 7-day time period, even if that means it is filed during the time the solicitation is still open. As noted in paragraph 2 above and paragraph 19 below, announcement of the awarded Offeror will be made via a posting on Bidnet. The requirement for timely submission of any protest (7 working days) will begin on the first working day following posting of the award notice on Rocky Mountain e-Purchasing System https://www.bidnetdirect.com.

14. CONFIDENTIAL / PROPRIETARY INFORMATION: Any restrictions of the use or inspection of material contained within the proposal shall be clearly stated in the proposal itself. Written requests for confidentiality shall be submitted, by the offeror with the proposal. The offeror must state specifically what elements of the proposal are to be considered confidential/proprietary.

Confidential/proprietary information must be readily identified, marked and separated/packaged from the rest of the proposal. Co-mingling of confidential/proprietary and other information is not acceptable. Neither a proposal, in its entirety, nor proposal price information will be considered confidential and proprietary. Any information that will be included in any resulting contract cannot be considered confidential. ASU Purchasing will make a written determination of the apparent validity of any written request for confidentiality. In the event ASU does not concur with the offeror’s request for confidentiality, the written determination will be sent to the offeror. Ref. Section 24-72-201 et. seq., C.R.S., as amended, Public (open) Records.

15. RFP RESPONSE MATERIAL OWNERSHIP: All material submitted regarding this RFP becomes the property of the State of Colorado/Adams State University. Proposals may be reviewed by any person after the “Notice of Intent to Make an Award” letter has been issued, subject to the terms of Section 24-72-201 et. seq., C.R.S., as amended, Public (open)Records.

16. PROPOSAL PRICES: Estimated proposal prices or commissions are not acceptable. The ASU Purchasing Director shall determine if revisions to proposal prices and commissions will be accepted and the procedure to be followed. The proposal prices and commissions will be considered in determining the apparent successful offeror.

17. DISCUSSION WITH RESPONSIBLE OFFERORS AND REVISIONS TO PROPOSALS:

Discussions may be conducted with responsible offerors who submit proposals determined to be reasonably susceptible of being selected for award for the purpose of clarification to assure full understanding of and responsiveness to the solicitation requirement. Offerors shall be accorded fair and equal treatment with respect to any opportunity for discussions and revision of proposals, and such revisions may be permitted after submissions and prior to award, for the purpose of obtaining best and final offers. In conduction discussions, no disclosure shall be made of any information derived from proposals submitted by competing offerors. Offerors should not assume that they will have an opportunity for an interview, discussions, oral presentations, or proposal revisions.

The University reserves the right to make an award on receipt of initial proposals, so offerors are encouraged to submit their most favorable proposal at the time established for receipt of proposals.

18. SELECTION OF PROPOSAL: As described within the RFP, an Evaluation Committee will review and score offers submitted and make a recommendation for an award. This selection will be for award to the responsible offeror whose proposal is determined to be most advantageous to the University.

ASU’s Purchasing Office, after review and approval of the evaluation committee's written recommendation, will notify all offerors via a posting on Bidnet system of the results of the RFP evaluation. The posting will be an announcement of "Notice of Intent to Make an Award" which will name the apparent successful offeror.

19. AWARD OF CONTRACT: The award will be made to the responsible Offeror(s) whose proposal, conforming to the RFP, will be the most advantageous to Adams State University, price and other factors considered. A contract must be completed and signed by all parties concerned. In the event the parties are unable to enter into a contract, ASU may elect to cancel the “Notice of Intent to Make an Award” letter and make the award to the next most responsible offeror.

20. ACCEPTANCE OF PROPOSAL CONTENT: The contents of the proposal (including persons specified to implement the project) of the successful offeror will become contractual obligations if acquisition action ensues. Failure of the successful offeror to accept these obligations in a contract, purchase order, or similar authorized acquisition document, may result in cancellation of the award and such offeror may be removed from future solicitations.

21. STANDARD CONTRACT: The University will incorporate standard State contract provisions (SPECIAL PROVISIONS) into any contract resulting from this RFP. See Appendix C - Draft Contract.

22. RFP CANCELLATION: The University reserves the right to cancel this Request for Proposal at any time without penalty.

23. UNIVERSITY OWNERSHIP OF CONTRACT PRODUCTS / SERVICES: Proposals, upon established due date and time, become the property of the University. All products and services produced in response to the contract resulting from this RFP will be the sole property of Adams State University unless otherwise stated in the RFP. The contents of the successful offeror's proposal will become contractual obligations.

24. INCURRING COSTS: The University is not liable for any cost incurred by offerors prior to issuance of a legally executed contract, purchase order, or other authorized acquisition document. No proprietary interest of any nature shall occur until a contract is awarded and signed by all concerned parties.

25. NON-DISCRIMINATION: The offeror shall comply with all applicable state and federal laws, rules and regulations involving non-discrimination on the basis of race, color, religion, national origin, age, or sex.

26. REJECTION OF PROPOSALS: ASU reserves the right to reject any or all proposals and to waive informalities and minor irregularities in proposals received and to accept any portion of a proposal or all items proposed if deemed in the best interest of Adams State University.

27. PARENT COMPANY: If an offeror is owned or controlled by a parent company, the name, main office address and parent company's tax identification number shall be provided in the proposal. The tax identification number provided must be that of the offeror responding to the RFP.

28. NEWS RELEASES: News releases pertaining to this RFP shall NOT be made prior to execution of the contract without prior written approval by authorized personnel of the University.

29. CONTRACT CANCELLATION: The University reserves the right to cancel, for cause, any contract resulting from this RFP by providing timely written notice to the contractor.

30. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION:

a. By submission of this proposal each offeror certifies, and in the case of a joint proposal each party thereto certifies of its own organization, that in connection with this procurement:

i. The prices in this proposal have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other offeror or with any competitor;

ii. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the offeror and will not knowingly be disclosed by the offeror prior to opening, directly or indirectly to any other offeror or to any competitor; and

iii. No attempt has been made or will be made by the offeror to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition.

b. Each person signing the VENDOR RESPONSE FORM of this proposal certifies that:

i. He/she is the person in the offeror’s organization responsible within that organization for the decision of the prices being offered herein and that he/she has not participated, and will not participate in any action contrary to 30.a.i. through 30.a.iii. above; or

ii. He/she is not the person in the offeror’s organization responsible within that organization for the decision of the prices being offered herein but that he/she has been authorized in writing to act as agent for the persons responsible for such decision in certifying that such persons have not participated, and will not participate, in any action contrary to 30.a.i. through 30.a.iii. above, and as their agent does hereby so certify, and he/she has not participated, and will not participate, in any action contrary to 30.a.i. through 30.a.iii.

above.

c. A proposal will not be considered for award where 30.a.i., 30.a.iii., or 30.b. above has been deleted or modified. Where 30a.ii. above has been deleted or modified, the proposal will not be considered for award unless the Offeror furnishes with the proposal a signed statement which sets forth in detail the circumstances of the disclosure and the ASU Purchasing Director determines that such disclosure was not made for the purpose of restricting competition.

31. TAXES: The University and the State of Colorado as purchaser, is exempt from all federal excise taxes and from all state and local government. Adams State University's state and local sales tax exemption number is 98-04911. Seller is hereby notified that when materials are purchased in certain political subdivisions (e.g. City of Denver), the seller may be required to pay sales tax even though the ultimate product or service is provided to the University. This sales tax will not be reimbursed by the University.

32. ASSIGNMENT AND DELEGATION: Except for assignment of antitrust claims, neither party to any resulting contract may assign or delegate any portion of the agreement without the prior written consent of the other party. Contractor shall provide written notice to the State, within 20 days of the earlier to occur of Contractor’s decision to perform, or its execution of an agreement with a Subcontractor to perform, Services outside the State of Colorado and/or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado and/or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations. All notices received by the State shall be posted on the Colorado Department of Personnel & Administration’s website. Knowing failure by the Contractor to provide notice to the University under this shall constitute a material breach of this Contract.

33. AVAILABILITY OF FUNDS: Financial obligations of the University payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. In the event funds are not appropriated, any resulting contract will become null and void, without penalty to the State of Colorado or Adams State University.

34. INSURANCE: The contractor shall procure, at its own expense, and maintain for duration of the work, the following insurance coverage. Adams State University and the State of Colorado acting by and through the Board of Trustees of Adams State University shall be issued certificates as an additional insured.

a. Standard Workers’ Compensation and Employer Liability

Workers' Compensation Limits: Statutory Employer's Liability Limits: $100,000/$500,000/$100,000

b. General, Personal Injury, and Automobile Liability - (including bodily injury, personal injury and property damage) minimum coverage:

Comprehensive General Liability or Commercial General Liability insurance covering all operations:

Limits:

General Aggregate $2,000,000 Products and Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000

Automobile Liability insurance, including coverage for all owned, hired and non-owned automobiles.

Limits:

Combined Single Limit $1,000,000

c. Cancellation: The insurance shall include provisions preventing cancellation without 60 calendar days prior written notice by certified mail to Adams State University.

d. Insurance Certificate(s): The contractor shall provide certificates showing adequate insurance coverage to Adams State University within seven (7) working days of award or contract execution, unless otherwise provided.

e. Public Entity: If the contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended ("Act"), the contractor shall at all times during the term of this contract maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by the State, the contractor shall show proof of such insurance.

35. INDEPENDENT CONTRACTOR CLAUSE: All personal service contracts must contain the following clause:

“THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT

CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE CONTRACTOR NOR ANY

AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE

AN AGENT OR EMPLOYEE OF THE STATE/UNIVERSITY. CONTRACTOR SHALL PAY WHEN DUE

ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING, SHALL PROVIDE

AND KEEP IN FORCE WORKER’S COMPENSATION (AND SHOW PROOF OF SUCH

INSURANCE) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS

REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE

CONTRACTOR, ITS EMPLOYEES AND AGENTS.”

36. INDEMNIFICATION: To the extent authorized by law, the contractor shall indemnify, save and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the contractor or its employees, agents, subcontractors, or assignees pursuant to the terms of the contract resulting from this RFP.

37. VENUE: The laws of the State of Colorado, U.S.A. shall govern in connection with the formation, performance and the legal enforcement of any resulting contract. Further, Title 24, C.R.S. as amended, Article 101 through 112 and Rules adopted to implement the statutes govern this procurement.

38. SPECIAL PROVISIONS

These Special Provisions apply to all contracts except where noted in italics.

A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.

This Contract shall not be valid until it has been approved by the Colorado State Controller 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 Contract 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.

Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor 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 Contractor or any of its agents or employees. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor 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.

Contractor 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 Contract. 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 Contract 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 Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor’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 Contract 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 Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.

I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S.

The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor’s services and Contractor shall not employ any person having such known interests.

J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.

[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State.

STATEMENT OF WORK

Adams State University seeks to grant either exclusive or non-exclusive rights access to a full service contractor or contractors to install, operate and maintain soft drink, juice, bottled water, and sport drink beverage vending machines on the premises of the Adams State University campus in designated areas. ASU reserves the right to contract for either non-exclusive or exclusive, based on the best interests of the University. The contractor(s) will provide products to the Bear Necessities per agreed upon contract pricing. Also, the contractor shall provide athletics support through an athletic association corporate partnership to provide beverage products, supplies, and equipment for the University's on campus athletic concessions operations and athletic teams support in exchange for soft drink advertising rights.

Additional athletics and campus life events support in exchange for advertising opportunities is necessary. The contract also shall not include or affect beverages provided or sold during athletic events held off campus.

1. BEVERAGE VENDING MACHINES MINIMUM REQUIREMENTS:

a. Products: Provide and maintain the highest quality beverage products including, but not limited to, soft drinks, juice products, bottled waters, and sport drinks through a minimum of seventeen (17) vending machines placed in designated areas on the ASU campus. ASU reserves the right to increase vending machines as the need arises.

b. Services: Furnish, install, operate, and maintain all equipment, machinery, tools, supplies and other materials necessary to conduct the contractor's vending machine business on the University premises at the contractor's sole cost and expense. All vending and other equipment remain the sole and exclusive property of the contractor, except as may be donated for the intent of University ownership.

c. Installation: Any installation that requires electrical supply in addition to the existing supply shall be provided by the University but at the contractor's sole expense.

d. Failure, Theft, Vandalism: Any loss to the contractor from equipment failure, theft or vandalism shall be the burden of the contractor and shall not affect the commission from gross revenues paid to the University.

e. Refunds: Refunds to beverage vending machine customers shall be made through the Student Union Office. The contractor shall reimburse the office according to the total amount represented by the refund slips on at least a monthly basis.

f. Client Liaison: The University and the contractor shall work together to accomplish University beverage vending goals and student satisfaction within the limitations of mutual resources. The contractor must be sensitive and responsive to comments, suggestions and recommendations made by students, faculty and staff. The University places great emphasis on a harmonious and constructive interchange between the vending customers and contractor, and requires that regular meetings shall be held with the contractor and designated University staff and representatives.

g. Reporting: The contractor shall provide to the University's Administration Office a yearly report which shall show minimally, but not limited to, the number of units (case, bottle, can, etc.) of beverages sold from each vending machine, the different types of products sold, the vend price of each type of product, and commission to the University.

The frequency and content of the report may be negotiated.

h. Safety and Security: The contractor shall maintain a program of safety and security to ensure that all vending machines are safe to operate and tamper resistant. Transport and delivery of products shall be conducted in a manner that is safe for all persons on the campus while the contractor performs its responsibilities.

i. Compliance with Laws: The contractor shall obtain all necessary permits, give all necessary notices, pay all license fees, and comply with all municipal, state or federal laws, rules, ordinances and regulations relating to public health or applicable to this vending operation on the Adams State University campus.

j. Number and Location of Vending Machines: Provide a minimum of seventeen (17) beverage vending machines at all times, unless modified by the University representative, at locations designated by the University. Machines will be placed in high traffic locations mutually agreed to by the contractor and ASU. The number and locations of existing beverage vending machines are attached hereto as “Appendix A”.

k. Vending Equipment Requirements: The following equipment requirements shall be provided without cost to the University.

i. All vending machines shall be equipped with dollar bill validators.

ii. All vending machines must be of neat appearance and late models.

iii. All vending machines shall be installed by the contractor(s) at the contractor(s) expense, and shall be maintained and serviced by the contractor(s) at the contractor(s) expense so as to ensure that the machines are in good working order.

iv. All vending machines must be equipped with credit/debit card readers to provide payment flexibility through a phased project to be completed within two years of the awarded contract; however, 50% of the machines must be equipped with functioning card readers within the first year of the awarded contract.

Vendor is responsible for all costs related to providing functional card readers and ensuring they are in compliance with PCI Security Standards and Requirements.

l. Stock and Maintain Vending Machines: All products and services shall be provided by standards of quality and efficiency as may be fixed and required by the University. The University strongly desires that at a minimum, the contractor shall stock and maintain fully functional beverage vending machines to the satisfaction of the University as follows.

m. Stock: The University expects beverage vending machines to remain amply stocked with beverage products at all times. Contractor will be responsible for cleaning broken or spilled items within the vending machine and discarding all boxes or other material after stocking machines. Determining the frequency of stocking and quantity required to maintain ample levels of products in each vending machine is the responsibility of the contractor. Contractor(s) shall keep stock rotated. All outdated product to be removed at contractor’s expense and in a timely manner. Requests by University personnel to the contractor to stock any vending machine shall be infrequent and exceptional. No vending machine shall remain unstocked after notification to the contractor, as mutually agreed, any longer than one (1) working day, Monday through Friday, and excluding University holidays. Except in unusual and infrequent circumstances remedy of an unstocked machine shall not exceed three (3) working days.

n. Maintain: The contractor shall respond to any request, as mutually agreed, for equipment repair within 24 hours of notification by ASU. Except in unusual and infrequent circumstances response time for repairs shall not exceed three (3) working days. The contractor shall notify the University Representative when repairs are complete.

o. Replace: No vending machine shall remain inoperable, in part or entirely, after notification by the University to the contractor, as mutually agreed, more than five (5) working days, Monday through Friday, and excluding University holidays. Any vending machine not restored to full operation within the five (5) working days shall be replaced immediately by the contractor with fully functional equipment which meets the University's equipment requirements stated in the contract.

p. Unusual Heavy Use Periods: The University shall provide information to the contractor regarding unusual heavy use periods requiring additional product delivery and service. The contractor shall adjust its delivery schedule accordingly to maintain ample levels of products in all vending machines during these unusual heavy use periods.

q. Vend Prices, Product and Equipment Changes: No increase or decrease in vend price may be made without approval of ASU. Reasonable requests to raise or lower vend prices will be honored provided the contractor submits documentation to ASU justifying the change in price. Changes to type of products, and the number and location of vending machines shall not change without prior approval by the University.

r. Commission: The contractor shall pay to the University a commission if awarded exclusive or if non-exclusive, per fiscal year the contract is renewed. This is determined by the gross revenues for all machines. The University will expect commission increases according to increases in vend prices. Such commission increases shall be mutually agreed upon by the parties. Contractor(s) will provide a minimum fund of $5,000 to be used solely for volume and revenue enhancing promotions mutually agreed to between contractor(s) and ASU. This would include, but not be limited to, beverages and promotional items, such as free samples, t-shirts, etc., for student programming.

Contractor shall provide 10 cases of product each month for Housing programs.

s. Payment: Remit to the Adams State University one (1) remittance check per contract year payable by October 1 of each contract year.

t. Storage: All storage requirements shall be the responsibility of the contractor. Storage or warehouse facilities are not available on the ASU campus.

u. Access to Premises: The contractor's vehicles shall be granted access to University property via roadways and parking lots to buildings containing beverage vending machines. The contractor's vehicles are prohibited access to University property for any purpose via sidewalks or any internal access other than roadways and parking lots.

v. Taxes: All federal, state, and local taxes applicable to the property, income and transactions of the vending operation shall be the responsibility of the contractor.

2. Bear Necessities The Bear Necessities will determine which cooler/doors each contractor will occupy.

Contractor will provide products to Bear Necessities at agreed upon contract pricing with the following service requirements:

a. No excess product will be stored in the cooler.

b. The contractor will clean all broken or spilled items. The contractor is responsible for discarding all boxes or other material associated with their products from Bear Necessities.

c. Each contractor will have monthly promotions and provide free samples once a semester.

d. Each contractor will provide signs, posters, or flyers for products. Retail tags for prices will also be provided.

e. Contractor(s) will deliver and stock all products once a week, if product is low – deliveries may need to be twice per week.

f. Contractor will remove outdated stock at their expense.

g. Contractor will provide prizes for various events throughout the year.

h. No increase or decrease in pricing may be made without approval of ASU. Reasonable requests to raise or lower prices will be honored provided the contractor submits documentation to ASU justifying the change in price increases when warranted.

i. The University reserves the right to sale product not exclusive to Contractor(s) products, through Bear Necessities or Concessions.

3. ATHLETICS AND CONCESSIONS:

If the contractor is awarded an exclusive beverage vending contractor will be the only soft drink company granted access to advertise and provide beverage products, branded supplies and equipment to support the University's on campus athletic programs, events, and concessions operations. Offerors should propose an annual support offering based on the following required needs to be met through a Grizzly Club Corporate and other desired needs in exchange for additional advertising opportunities. Offerors may propose additional or alternative elements in its support offering. Corporate Partnership benefits are attached.

a. Required Corporate Partnership Support (if awarded Exclusive):

The exclusive beverage vending contractor will be required to enter into a Corporate Partnership with a minimum $15,000, President’s Club Level cash payment to receive marketing, advertising, and other Corporate Partnership benefits and $6,000 value of in-kind trade and cash payment for products, supplies, and concessions ("Athletics Support"). For each year the contract is in effect, Corporate Partnership benefits and Athletics Support shall be mutually agreed upon by the parties and shall be determined within thirty (30) days after execution of the contract and within thirty (30) days after the beginning of each annual renewal term. The contractor's Corporate Partnership cash payment to the University shall occur by October 1 each year the contract is in effect.

b. Products and Supplies: Approximately $6,000 in beverage products and supplies are needed for athletic events, team support and concessions each year, with no restrictions of use of these products. If additional beverage products beyond this support offering are required for the campus concessions operation during each year, the contractor's beverage products shall be purchased according to the discounted price list provided in the proposal.

c. Required Concessions Equipment: As the exclusive soft drink provider for campus athletic concessions, the contractor shall provide the following loaned equipment to the University to support concessions operations. This equipment remains the property of the contractor, and shall be installed, maintained and replaced as needed by the contractor. All advertising rights on this equipment remain with the contractor.

The Exclusive Partners Rights are as follows:

i. Exclusive pouring rights at Plachy Hall and New Football Stadium, concession stand for all University and outside events, including camps.

ii. Allow unlimited machines in newly renovated Plachy Hall

iii. Rights to display all products at home events, i.e., towels, water bottles, coolers, etc.

iv. The Grizzly Club’s President Corporate level which includes signage rights at all venues, game sponsorship, and additional advertising opportunities, and the right to be the “Official Sponsor of ASU Athletics”, see included link to corporate brochure for benefits.

a2. Required Corporate Partnership Support (if awarded Non-Exclusive):

The non-exclusive beverage contractor(s) will be required to enter into a Corporate Partnership with a minimum of $15,000 cash payment, and $6,000 value worth of in-kind trade, plus profits of one vending machine in Plachy Hall due to the Athletic Department (machine to be determined by consensus of contractor and ASU). For each year the contract is in effect, Corporate Partnership benefits and Athletics Support shall be mutually agreed upon by the parties and shall be determined within thirty (30) days after execution of the contract and within thirty (30) days after the beginning of each annual renewal term. The contractor's Corporate Partnership cash payment to the University shall occur by October 1 each year the contract is in effect.

b2. Products and Supplies: Approximately $6,000 in beverage products and supplies are needed for athletic events, team support and concessions each year, with no restrictions on use. If additional beverage products beyond this support offering are required for the campus concessions operation during each year, the contractor's beverage products shall be purchased according to the discounted price list provided in the proposal.

c2. Required Concessions Equipment: As the non-exclusive soft drink provider for campus athletic concessions, the contractors shall provide the following loaned equipment to the University to support concessions operations. This equipment remains the property of the contractors, and shall be installed, maintained and replaced as needed by the contractors. All advertising rights on this equipment remain with the contractors.

The Non-Exclusive Partners Rights are as follows:

i. Pouring opportunity for all home events in Plachy Hall and the Football Stadium. (Dates to be determined by ASU and Contractors)

ii. Opportunity to place vending machines in Plachy Hall, two (2), and option for using travel round coolers as needed

iii. All the benefits of a $15,000 Grizzly Club Corporate which includes signage and game day sponsor, see attached brochure for complete benefits

4. Desired Additional Support: The exclusive or non-exclusive beverage vending contractor is encouraged to donate or contribute to any of the following items listed in order of priority for ASU Athletics. Identify in the support offering which, if any, of the following items will be offered.

I. Athletic Scholarship Fund: A student athletes' scholarship fund established and maintained annually for the effective term of the contract, shall be named for the donor contractor. This donor-named athletic scholarship shall be separate from and in addition to the unrestricted scholarships contributed by the contractor for the beverage vending machine component of the contract. The Director of Athletics in consultation with the Directors of Admissions and Financial Aid and with the contracted donor’s approval shall set the criteria for award of scholarships from this fund II. Scoreboards/Electronic Message Boards: New electronic scoreboards with a message: The make, model, location, and specifications of proposed donated items shall be mutually agreed upon by the parties in the contract for purposes of compatibility with facilities and practicality and feasibility of installation, etc.

Installation: Installation and any required electrical enhancement to University facilities shall be at the contractor’s sole expense however, must be coordinated and comply with ASU’s policies and regulations.

Maintenance: Maintenance and repair of donated items shall be the responsibility of the Contractor and are required to meet ASU’s policies and regulations.

III. Summer Athletic Camps: The contractor(s) participation in sponsorship of the summer athletic camps held on the campus is desired. e.g., camp T-shirts donated by the contractor would bear the contractor's logo and the contractor would be the exclusive soft drink sponsor. Summer camp sponsorship is desired each year the contract is in effect to include donated sports energy drinks and soft drinks.

IV. CAMPUS LIFE EVENTS: The exclusive beverage vending contractor is encouraged to donate, contribute to, or provide discounted pricing products,…