biddoc.pdf

REQUEST FOR QUALIFICATIONS (“RFQ”)

COMMERCIAL REAL ESTATE SERVICES

001-27 RFQ

Date of Issue: July 22, 2026 Closing Date: August 31, 2026; at 2:00 p.m. MDT

To be returned PRIOR TO date and time above.

SUBMIT TO:

Douglas County School District RE-1 (“DCSD”) via:

Rocky Mountain E-Purchasing (“BidNet”):

http://www.bidnetdirect.com/colorado/douglas-county-school-district-re-1

THIS IS NOT A COMPETITIVE BID. The request for qualifications process allows DCSD to pre-qualify suppliers for future work based on the information received, taking into consideration supplier qualifications, price, products, and service capabilities.

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 1 http://www.bidnetdirect.com/colorado/douglas-county-school-district-re-1

001-27 RFQ

The District will use the following tentative schedule for the selection process:

RFQ posting on BidNet July 22, 2026

RFQ questions deadline August 10; 5:00 p.m.

MDT

Question response deadline August 17; 5:00 p.m.

MDT

Qualification information submission deadline August 31, 2026 2:00 p.m. MDT

Submittal evaluations completed by District TBD

Purpose of RFQ

Douglas County School District RE-1 is requesting pre-qualification submittals from skilled, professional, and dedicated firms or individuals (“Contractors”) experienced in the following Service Areas.

1. Commercial real estate transactions, preferably commercial real estate transactions located in the Denver Metro and Douglas County markets.

2. Property dispositions and acquisitions, preferably disposition and acquisition of land and facilities used for institutional uses and/or for public entity clients.

Based on the review of the RFQ responses, DCSD intends to establish a list of qualified contractors who, on an “as, if and when requested” basis, may be contacted directly or asked to compete, to enter into a [or multiple] contract(s) for provision of the services described in section 2 below.

Contractors wishing to receive consideration as DCSD undertakes the pre-qualification process should follow the procedure established in this invitation.

DCSD is currently the third largest school district in the State of Colorado. DCSD covers a geographical area of approximately 890 square miles. Within these boundaries are 48 elementary schools, 9 middle schools, 9 high schools, 5 alternative schools, and 18 charter schools. In addition to the permanent structures, there are multiple modular buildings associated with these sites. Our remaining buildings house administration, alternative programs, and support service functions;

62,000 students and 8,700 staff members occupy these buildings year-round, in most cases, DCSD is also the owner of ten separate vacant properties located throughout the District, consisting of approximately 90 acres. There are also approximately 375 acres of dedicated school land spread out over 20 sites that are currently being held in trust by the local land use jurisdiction for potential future School District use and occupancy. DCSD is currently in the process of evaluating these properties to identify those that can be considered surplus and not needed for future School District use. There is an opportunity to convert those properties determined to be surplus to other community-desired, productive land uses and much-needed capital reinvestment dollars for the School District.

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 2

Douglas County School District is actively working to consolidate and dispose of District facilities and vacant land, and should the opportunity arise, to acquire facilities and/or sites that promote the District’s strategic efforts to consolidate programs and departments. The District is seeking to engage one or more qualified firms to provide commercial real estate broker services in support of these disposition and acquisition efforts. Generally, DCSD expects the qualified firms to be a value-added resource for DCSD real estate needs.

DCSD is exempt from sales, use, and excise taxes. Certification of tax exemption will be issued upon request. All taxes and similar assessments, levies and government-imposed obligations with respect to Contractor’s income or gross receipts derived from its performance of Services hereunder, as well as all other taxes associated with the performance of the Services, shall be the obligation of and paid by Contractor.

NON-EXCLUSIVE CONTRACT: It is expressly understood that any agreement which might result from this Request for Qualifications will not grant Contractor an exclusive privilege to furnish to the District any or all of the type of products and services which are the subject of said agreement which the District may require. The District expressly reserves the right to contract with others for the purchase of products and services comparable to or identical to the products and services that are the subject of this RFQ.

Scope of Needs

1. Confidentiality

All information included in this RFQ is confidential and only for the recipient’s knowledge. No information included in this document or in discussions connected to it may be disclosed to any other party during the RFQ process.

However, by submitting the pre-qualification information, the Contractor agrees that the contents of the submittal may be disclosed to third parties for the purpose of verification, investigation of substantial allegations, or in any appeal hearing. Also, the names of prospective contractors that applied for pre-qualification status will be subject to disclosure once contracts are signed pursuant to the Colorado Open Records Act, C.R.S. §§ 24-72-201, et seq.

2. Statement of Need/Scope

DCSD is requesting pre-qualification information to meet the needs of the District as described below.

In general, the school district is asking for contractors with previous experience in the services outlined below.

A. Property Acquisition Services

a. Property Sourcing

i. Assist District in confirming expansion, consolidation, and/or co-location goals. Locate off-market and listed for sale and for lease facilities and properties that meet District-defined property characteristics and specifications and financial and/or budgetary constraints and requirements.

b. Financial Modeling and Recommendations RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 3

i. Provide demographic and market trend analysis and feasibility studies, market analyses, ROI analyses, etc., and provide recommendations that align with District investment and financial goals and priorities.

ii. Advise on financial considerations, including pricing, financing options, and budget management.

c. Negotiations

i. Represent the District in negotiations with property owners, developers, and other relevant stakeholders to secure favorable terms.

ii. Draft Letters of Intent and Memorandums of Understanding as needed.

Leverage market data and previously conducted financial analysis to secure optimal purchase price(s) and contract terms.

iii. Coordinate site visits if and as needed.

d. Site Evaluation and Due Diligence

i. Evaluate suitability of listed properties, including review of zoning laws, environmental factors, and infrastructure.

ii. Support due diligence activities such as property inspections, environmental assessments, appraisals, preliminary informational title reporting and review, and zoning compliance reviews as needed and requested by District staff.

e. Closing Management

i. Manage the transaction process from initial negotiations through to closing, ensuring all legal, financial, and administrative requirements are met. Including, but not limited to, ensuring compliance with all applicable local, state, and federal regulations.

ii. Coordinate with title companies, lenders, and real estate attorneys to finalize the transaction and execute all necessary closing contracts, agreements, etc.

iii. Support Board of Education presentations and hearings when requested

f. Reporting/Status Updates

i. Provide a monthly status update report summarizing work completed and status of all ongoing projects.

B. Property Disposition Services

a. Property Disposition Strategy and Planning

i. Analyze District portfolio and business objectives to determine the best and highest use for District properties and recommend the best disposition strategy based on this. Strategy should consider, at a minimum:

1. Property entitlements and other applicable land use restrictions, easements, and encumbrances, access, utilities, and surrounding infrastructure, determined best and highest use of property, estimated, appraised or assessed value of property, any legal, environmental, or regulatory issues that may impact sale or development potential, and target uses for District properties.

ii. Assist with conceptual plans for parceling or subdividing the property, if applicable, to maximize value and align with District goals.

1. Ensure plans are coordinated with local land use jurisdictions to ensure compliance.

2. Prepare and submit documentation for plat or parcel map RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 4 approval if and when requested by the District. Determine and suggest competitive and profitable listing price(s) for District properties.

iii. Coordinate with a licensed appraiser to obtain a certified appraisal if and as requested by the District. Develop comparative market analysis and valuation scenarios based on different strategies

iv. Develop marketing materials and strategies that support disposition strategies.

b. Marketing

i. Develop market strategy as and if requested, including but not limited to listing platforms, broker outreach, buyer targeting, and public marketing.

ii. List properties on leading platforms, create offer memorandums, and directly contact qualified investors and/or interested occupiers. Provide regular marketing reports outlining level of activity and successes.

Schedule property tours

c. Vetting and Negotiation

i. Vet potential buyers or tenants to ensure financial eligibility. Negotiate pricing, contingencies, and contract terms to maximize District returns and disposition goals.

d. Due Diligence and Closing

i. Facilitate property inspections, coordinate with legal and escrow teams, and assist in tracking milestones to a successful closing.

ii. Manage the transaction process from initial negotiations through to closing, ensuring all legal, financial, and administrative requirements are met. Including, but not limited to, ensuring compliance with all applicable local, state, and federal regulations.

iii. Coordinate with title companies, lenders, and real estate attorneys to finalize the transaction and execute all necessary closing contracts, agreements, etc.

iv. Support Board of Education presentations and hearings when requested.

The contractors shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform commercial real estate services at DCSD locations as defined in this Statement of Need.

There is no guarantee that DCSD will have work for each Contractor that is pre-qualified under this Request for Qualifications.

Contractors will work with DCSD Operations personnel to schedule projects and only Operations personnel will inspect the service done upon completion before accepting it as complete. The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks for each project, so they are completed as scheduled.

DCSD will not exercise any supervision or control over Contractor or subcontractor employees while performing work under contract with DCSD. Such employees shall be accountable solely to the Contractor, not DCSD. The Contractor, in turn, shall be accountable to the state or federal Government for Contractor or subcontractor employees.

Should you or your company be able to meet the District’s needs and wish to be included on the

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 5 pre-qualified list of contractors, please submit your qualifications, including years of experience, location of the company, number of employees, whether or not you use subcontractors, and experience with public school districts. Please include the primary contact person and their contact information.

3. Specifications/Questions – Please provide information for the following items

A. Firm Qualifications

a. Colorado Brokerage Status: Qualified suppliers must hold an active, valid

Colorado Real Estate Brokerage License(s) in good standing with the Colorado Department of Regulatory Agencies. Employing Broker or Independent Broker status preferred.

b. Experience: Qualified suppliers should have at least (10) years of continuous commercial real estate experience within the State of Colorado. Preference will be given to those suppliers demonstrating a track record of 1) representing and/or handling transactions for School Districts, local municipalities, or other similar public entities and political subdivisions, and 2) handling transactions located within the Denver Metro area and/or Douglas County.

c. Track Record: Qualified suppliers should demonstrate proof of successfully closing, at a minimum, three real estate deals of a similar size and asset class for School Districts, local municipalities, or other similar public entities and political subdivisions.

d. Technical Knowledge and Requirements: Qualified suppliers must demonstrate functional knowledge of the following Colorado statutes: C.R.S. § 22-32-110 (1)(a) & (b), C.R.S. § 24-72-201 et seq. (Colorado Open Records Act - CORA), C.R.S. § 31-23-227 / § 30-28-133 (Subdivision Regulations), C.R.S. § 22-30.5-104 as well as familiarity with and knowledge of Douglas County and municipal and local government land use entitlement and permitting processes, statutory school land dedication processes and requirements.

e. Contractor shall provide evidence of the following insurance coverages, with minimum limits as specified below:

Errors & Omissions/Professional Liability Insurance:

● Minimum Limits of $1,000,000 per occurrence / $2,000,000 aggregate Commercial General Liability Insurance:

● Minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate.

Automobile Liability Insurance:

● Minimum limits of $1,000,000 per occurrence.

All required coverages shall be maintained for the full duration of the Contract.

Contractor shall provide the District with a Certificate of Insurance evidencing the above coverages prior to commencement of services, and shall notify the District in writing of any cancellation, non-renewal, or material reduction in coverage.

B. Firm Profile and Company Overview

a. Provide a comprehensive profile of the firm, highlighting core areas of expertise and demonstrated experience in providing real estate brokerage services for publicly funded entities within the State of Colorado. Include an organizational chart showing the internal structure of the firm and any affiliations with other business entities. At a minimum, please include:

i. Legal name and business address of the firm and office locations that RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 6 will be providing services for the District

ii. Company organizational structure chart with key personnel proposed to work with the School District identified

iii. Overview of core business services offered by firm and scope of business services (e.g., property acquisition, sales, lease management, etc.)

iv. Primary contact person (name, title, email and phone number)

b. Provide a letter or statement describing the capacity of your firm to perform the scope of services detailed in this RFQ. To demonstrate that your firm has the required capacity, your statement should address, at a minimum, the following areas:

i. Team availability

ii. Key personnel backup

iii. Project management approach

iv. Responsiveness and customer service

v. Current workload and scalability.

c. Provide a list of key personnel who will be assigned to School District project(s), along with their proposed roles and responsibilities as well as the estimated percent of the scope of work each key person would be expected to perform. It is expected that personnel identified would be available for the duration of the project and would not be changed without prior written approval of DCSD. Please include the following for each individual profile:

i. Name and title

ii. Resume including education background and relevant experience in serving public agencies and seller/buyer representation

iii. List of representative transactions in the last five years. Representative transactions should include the transaction property type, approximate value, scope, duration, as well as the individual’s specific roles and responsibilities in listed transactions.

C. Firm Approach and Methodology

a. Provide a statement outlining your firm’s specific approach or methodology that will be used in achieving the scope of work outlined in this RFQ. At a minimum, your statement should address your firm's approach in the following areas.

i. Needs assessment

ii. Disposition strategy

iii. Marketing

iv. Financial modeling and market analysis

v. Due diligence

vi. Negotiations

vii. Closing management

D. Fee and Commission Structure

a. Please provide, at a minimum, an overview of your fee and commission structure, including but not limited to commission rates, buy-side representation fees, seller representation fees, lease representation fees, hourly consulting rates (if applicable), reimbursable expenses, and any other fees or commissions that may apply.

b. Please identify, in detail, any work that your firm would propose be performed on an hourly basis and/or not as part of the above-listed required commission and fees. If hourly rates differ by team members, please discuss the difference in hourly rates and how potential tasks and scope of work may be distributed

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 7 amongst team members.

c. Describe the firm’s willingness and ability to negotiate alternative compensation structures based upon project characteristics. At a minimum, address:

i. Reduced commission percentages for higher-value transactions

ii. Volume-based discounts

iii. Repeat-client pricing

iv. Tiered commission schedules

v. Maximum commission caps

vi. Flat-fee or hourly alternatives when appropriate

vii. Any innovative pricing models that may provide additional value to the

District.

E. Level of Service

a. Qualified suppliers shall work closely with DCSD staff to effect the best possible real estate transactions in an efficient, expeditious, cost-effective, and professional manner reasonably consistent with the transaction size and location. Said firm(s) will remain available to advise, recommend, and consult with DCSD regarding general real estate activities, and to assist DCSD in successfully concluding all transactions. The ideal firm(s) shall demonstrate exceptional customer service via excellent, consistent communication, will be able to respond quickly to client inquiries and requests, and in general, will demonstrate initiative and proactiveness in the services they provide. Please provide a statement describing how your firm demonstrates and will ensure this required level of service.

F. Conflict of Interest

a. Describe any existing or potential conflicts of interest that could arise from representation of developers, municipalities, property owners, purchasers, or other entities conducting business within Douglas County. Include how conflicts will be identified, disclosed, and managed.

4. Background

A. Contractors shall demonstrate that they have not been cited for three or more willful or serious violations of any OSHA, or of any standard, order or regulations promulgated pursuant to such act, during the three years preceding any bid which may have been submitted, which violations were cited in accordance with the provisions of any State Occupational Safety and Health Act or the Occupational Safety and Health Act and which were not abated within the time fixed by the citation, which citations have not been set aside following appeal to the appropriate agency or court having jurisdiction.

B. In the past three (3) years, has any claim against your firm concerning your firm’s work on a project been filed in court or arbitration?

C. Was your firm in bankruptcy any time during the last five years?

D. At any time in the last five (5) years has your firm been assessed and paid liquidated damages after completion of a project under a contract with either a public or private owner?

5. Similar Project Success/References

A. Please provide three (3) references of organizations that have purchased your services within the past three years using the following format. Preference will be given to those suppliers able to provide references from School Districts, local municipalities, RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 8 or other similar public entities and political subdivisions and/or from organizations located within the Denver Metro area and/or Douglas County.

a. Company Name: ________________________________________

b. Contact Name: __________________________________________

c. Email Address: _________________________________________

d. Address: ______________________________________________

e. City: ______________________ State:___ Zip Code: ___________

f. Phone Number: ______________________

B. Please provide summary information for the contracts performed (currently performing) with the listed references. Information should include:

a. Contract/project name

b. Summary of contract/project scope of work and services provided

c. Agency/department/office for which performed

d. Dates of contract

e. Owner’s contract/project manager or other representative

f. Contact person

g. Dollar value of contract.

6. Additional Information

A. Please provide any other information that may be relevant to the service requested or your capabilities that will help the District in this process.

B. Should your company and your product have the capability to meet or exceed any of the specifications detailed herein, please submit a letter with your product/service information and scope of product/service required to meet the Specifications.

For this RFQ, DCSD will evaluate submittals by reviewing documentation submitted by the firms based on the following criteria:

A. Background/Experience with Commercial Real Estate and Broker Services — 25% B. Responses to Section 3 Questions — 30% C. Background Responses — 10% D. Similar Project Success/References — 20% E. Finalist Presentation/Interview, if necessary — 15%

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 9

General RFQ Instructions/Information

1. Contractors may provide additional supporting documentation pertinent to clarification of the scope of request. Submittals shall not exceed 20 pages (excluding resumes, references, and required certifications), shall be submitted in PDF format via BidNet, and file names shall follow the convention [Firm Name]_RFQ Response_[Date].

2. In order to maintain comparability and consistency in review and evaluation of responses, all responses shall be organized as specified in the scope of needs above.

3. Any changes to this RFQ, or responses to questions submitted by the deadline above, will be issued as a formal addendum posted on BidNet. Contractors are responsible for monitoring BidNet for addenda.

4. All Contractors are required to sign the Certification Regarding Debarment and Suspension found at the end of this document indicating they have not been debarred by any federal department or agency. The District will be using the Excluded Parties List System (EPLS) to verify that the Contractor has not been debarred.

5. DCSD reserves the right to reject any firm submitting its pre-qualification material. Submission of incomplete data may constitute disqualification. At the sole discretion of DCSD, contractors with unresolved Warranty Work Requests on prior DCSD projects may be disqualified.

6. DCSD is not liable for any cost incurred by firms responding to this proposal.

7. DCSD may, in its sole discretion, require background checks, in a form satisfactory to the District, from the Contractor before entering into a contract. Any costs associated with obtaining such background checks will be borne by the Contractor under the contract.

8. The List of qualified Contractors will be in effect until July 1, 2029

AWARD OF CONTRACT(S)

Selection shall be made of one or more contractors deemed to be fully qualified and best suited among those submitting proposals. Negotiations and interviews may be conducted with one or more qualified contractors so selected. DCSD will negotiate mutually agreeable contracts for the anticipated work of future projects.

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 10

MASTER SERVICES AGREEMENT

between

Douglas County School District RE-1 and

THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the last signature below, (the “Effective Date”), by and between Douglas County School District RE-1 ("DCSD”), located at 701 Prairie Hawk Drive, Castle Rock, Colorado 80109, and _______________________, (“Supplier”), having a place of business at _______________________________________________________. DCSD and Supplier are each hereinafter referred to individually as a “Party” or collectively as the “Parties.”

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1.0 DEFINITIONS

Unless and except to the extent otherwise defined in the relevant provisions of the Agreement or any Statement of Work (“SOW”), all capitalized terms shall have the meanings assigned to them below (equally applicable for singular and plural forms of the terms defined):

1.1. Acceptance Criteria means the requirements set forth in the SOW used to measure the completeness or adequacy of the Deliverables. If no requirements measuring the completeness or adequacy of Deliverables appear in the SOW, Acceptance Criteria means the point at which Deliverables are functionally complete such that DCSD can realize their beneficial and intended use.

1.2. Affiliate means, with respect to a Party, any other entity controlling, controlled by, or under common control with such Party at the time in question.

1.3. Change Order means a written agreement signed by the Parties that modifies the SOW term, SOW price, or the kind and character of Services and Deliverables under an SOW.

1.4. Confidential Information means any information disclosed by one party to the other that is understood by the Parties to be confidential, designated in writing by one of the Parties as confidential, or otherwise designated as confidential under this Agreement. All information prohibited from release by applicable federal or state law, including FERPA, the Colorado Student Data Protection Act, and the Government Records Management Act, constitutes Confidential Information. Information that is or becomes publicly

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 11 available through no breach of this Agreement, or that was already in the recipient Party’s possession at the time of the tendering Party’s disclosure is not Confidential Information.

Disclosure required under the Colorado Open Records Act, C.R.S. §§ 24-72-201, et seq., (“CORA”) does not constitute a breach of this Agreement.

1.5. Data Security Incident means any actual or reasonably suspected unauthorized access to, acquisition of, use, disclosure, or destruction of DCSD’s Confidential Information or Student PII.

1.6. Deficiency means any material defect in a Deliverable that fails to substantially comply with the applicable Acceptance Criteria or requirements set forth in this Agreement or an

SOW.

1.7. Deliverable means any Product or Service produced or performed by Supplier and required to be delivered to DCSD.

1.8. Fees shall mean the amounts payable by DCSD to Supplier for Deliverables.

1.9. Material Defect means a Deficiency in any Deliverable that fails to substantially comply with the applicable Acceptance Criteria.

1.10. Services shall mean collectively the services to be provided by Supplier to DCSD pursuant to this Agreement and any applicable SOW.

1.11. Statement of Work (“SOW”) means a written document specifying the terms by which Supplier will provide Services to DCSD. An SOW may take the form of a purchase order, order form, service order, quote, or other written agreement between the Parties.

2.0 DELIVERABLES

2.1. Scope of Deliverables. Supplier shall furnish Deliverables to DCSD in accordance with and subject to the terms and conditions of this Agreement and one or more consecutively numbered SOW’s incorporating this Agreement.

Where an engagement involves Deliverables including Products and technology Services, the terms of this Agreement apply to both unless otherwise specified in the applicable

SOW.

2.2. SOW Requirements.

2.2.1.Supplier shall not furnish Deliverables unless and until authorized through an SOW. Each SOW shall be deemed to incorporate all of the terms and conditions set forth in this Agreement; however, in the case of conflict between the terms of a SOW and this Agreement, the terms of this Agreement shall control, but only for the duration of and only with respect to the Services performed under that particular SOW.

2.2.2. Each SOW shall contain, at a minimum, the following information:

a) The term of the SOW;

b) A description of the SOW Deliverables;

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 12

c) SOW Acceptance Criteria; and

d) SOW Price broken down into a Schedule of Values.

2.3. Change Order Process. Either Party may request a modification of the character, kind and scope of the Supplier’s Deliverables, SOW Price, and Substantial Completion Date by submitting to the other a Change Order request. Change Orders must be in writing, executed by both Parties, to be effective. Supplier shall not be entitled to any compensation for Deliverables outside the scope of an SOW unless performed pursuant to a Change Order. DCSD is legally barred from assuming any financial liability for additional work under an SOW outside an approved Change Order where DCSD certifies that it has the secured funds required for the Change Order.

2.4. Required Resources and Compatibility. Except as otherwise expressly provided in an SOW, Supplier shall be responsible for providing the facilities, personnel, equipment, software, technical knowledge, and other resources necessary to provide the Deliverables.

DCSD may request that the Supplier reassign personnel not compatible with DCSD’s expectations.

2.5. Compliance with Accessibility Standards.

Supplier shall comply with all applicable technology accessibility standards for individuals with disabilities, including those established by the Colorado Governor’s Office of Information Technology (OIT) and required under Colorado law, including HB21-1110 and SB23-244 (C.R.S. §§ 24-34-301, 24-34-802, 24-37.5-106, 24-85-101, and 24-85-103 et seq.), as amended from time to time. Current OIT standards are published at https://oit.colorado.gov/standards-policies-guides.

Supplier warrants that its Deliverables comply with these standards. Supplier shall, upon DCSD’s request, provide current accessibility testing results dated within the previous twelve (12) months verifying compliance. Supplier shall promptly remediate any confirmed noncompliance at no cost to DCSD within a timeframe agreed to by the Parties.

In accordance with C.R.S. § 22-1-135(2)(d)(IV), Supplier shall indemnify, defend, and hold harmless DCSD, its employees, and agents from all costs, damages, and legal claims arising from Supplier’s noncompliance with applicable accessibility standards. Failure to comply with this section constitutes a material breach and grounds for termination for cause.

2.6. Student Personal Information. All Deliverables involving Student Personally Identifiable Information (“PII”) must be performed in compliance with applicable federal and state law, including FERPA and the Colorado Student Data Protection Act.

2.7. Subcontractors. Subject to the prior written consent of DCSD, Supplier may delegate to subcontractors such duties as Supplier deems necessary. Supplier shall be responsible to DCSD for the completion of all work by subcontractors and full payment of all charges by such subcontractors.

2.8. Time is of the Essence. Supplier acknowledges that time is of the essence in the performance of its obligations under this Agreement.

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 13

2.9. Background Check Certification.

2.9.1.Supplier shall conduct, at its own expense, a criminal background check for each employee who is or is reasonably likely to be in the presence of DCSD students or on DCSD property.

2.9.2.Background report updates may be requested by DCSD. Upon any reasonable notice, Supplier agrees to conduct an updated criminal background check for any employee meeting the criteria set forth in Section 2.9.1.

2.9.3.Supplier agrees not to assign any employee to perform Services for DCSD who has been convicted of, pled nolo contendere to, or received a deferred sentence or deferred prosecution for any crime involving unlawful sexual behavior or unlawful behavior involving children.

2.9.4.DCSD reserves the right to cancel at any time, without penalty, this Agreement if it determines the Supplier violated any part of this Section 2.9.

2.10. Debarment and Suspension. Supplier represents and warrants:

a) that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from a covered transaction involving any federal, state, or local government entity within the preceding three years;

b) that it and its principals have not been convicted of or had a civil judgment rendered against it for fraud, criminal offense, antitrust violation, embezzlement, theft, forgery, bribery, falsification or destruction of records, false statements, or receiving stolen property in connection with a public transaction;

c) is not presently indicted or charged by any government entity for any such offense; and

d) has not had a public transaction terminated for cause or default within the preceding three years.

2.11. FERPA. Supplier shall comply with all applicable provisions of the Family Educational Rights and Privacy Act of 1974, 20 U.S.C. § 1232g (“FERPA”), and all regulations promulgated thereunder. All PII is Confidential Information and shall not be released or disclosed without DCSD's prior written authorization.

2.12. Data Security and Breach Notification. Supplier shall maintain reasonable technical, administrative, and physical safeguards to protect DCSD’s Confidential Information and PII from unauthorized access, use, or disclosure.

Upon discovery of a Data Security Incident, Supplier shall notify DCSD in writing within forty-eight (48) hours, including a description of the incident, data affected, and remediation steps taken in accordance with C.R.S § 6-1-716. Supplier shall cooperate with DCSD’s investigation and bear all reasonable costs of notification, remediation, and required regulatory reporting.

Supplier’s obligations under this Section survive termination of this Agreement for three RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 14

(3) years.

3.0 TERM OF AGREEMENT AND SOW

3.1. Agreement Term. The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with Section 11.0 (Termination).

3.2. SOW Term. The term of an SOW shall be as set forth in the applicable SOW unless earlier terminated in accordance with this Agreement. In the event the term of the SOW runs but the Parties continue to do business without any further written agreement, the SOW shall be deemed to have continued on a month-to-month basis, subject to all applicable terms and conditions therein.

4.0 CONFLICT OF INTEREST FORBEARANCE

DCSD expressly reserves the right to contract with others to obtain Deliverables similar or identical to those provided by Supplier, and Supplier expressly reserves the right to contract with others to provide Deliverables similar or identical to those provided to DCSD, provided, however, that Supplier shall not engage in any work that creates a Conflict of Interest with DCSD.

5.0 ACCEPTANCE AND REJECTION OF DELIVERABLES

5.1. DCSD may review, analyze, and test any Deliverable or Service to confirm compliance with the Acceptance Criteria or other requirements set forth in this Agreement or the applicable SOW. If DCSD identifies a Deficiency, DCSD will notify Supplier in writing within sixty (60) days of the date DCSD discovered, or reasonably should have discovered, the Deficiency.

Upon receipt of notice, Supplier shall cure the Deficiency at its own expense within ten

(10) calendar days, or such other period as the Parties mutually agree in writing. If Supplier fails to timely cure, DCSD may, in its sole discretion:

a) Terminate this Agreement or the applicable SOW for material breach, in which case DCSD shall have no payment obligation for the uncured Deficiency; or

b) Correct the Deficiency itself or through a third party, the cost of which DCSD may deduct from payments due to Supplier, or if no payment is due, DCSD may claim such costs as damages; or

c) Reject the Deliverables and purchase comparable goods under a right to cover or otherwise, the cost of which DCSD may deduct from payments due Supplier, or if no payment is due Supplier, DCSD may claim the cost as damages.

5.2. The remedies set forth in this Section are cumulative and do not limit DCSD's rights under Section 11.0 (Termination).

6.0 COMPENSATION

DCSD shall pay Supplier as set forth in an SOW for Deliverables furnished. Supplier shall aggregate the cost of Deliverables for purposes of tier or volume pricing. DCSD shall not be billed for any Fees not expressly set forth in an SOW or this Agreement.

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 15

7.0 INVOICING AND PAYMENTS

7.1. Invoicing. In addition to those requirements under this Agreement’s SOW, Supplier shall invoice DCSD monthly and include any applicable credits accrued to date. For time-and-materials engagements under a guaranteed maximum price or fixed fee engagement, invoices shall include a summary description of Deliverables rendered itemized by labor category including daily hours worked under each such category. For any Products furnished, the invoice shall include a summary of each category of Product furnished along with the cost and quantity of the Product furnished in each category.

DCSD reserves the right to request reasonable supporting documentation for any invoice.

7.2. Payment Terms. All invoices are due and payable by DCSD net thirty (30) days from the date of receipt by DCSD. All invoices and payments shall be in U.S. dollars.

7.2.1.Supplier may elect to offer DCSD a 2% prompt payment discount for invoices paid within fifteen (15) business days of receipt. Such election is documented at execution.

7.3. Disputed Amounts. DCSD shall notify Supplier in writing within thirty (30) days of invoice receipt of any disputed amounts (the “Dispute Notice”). Only disputed amounts may be withheld pending resolution. The Parties shall negotiate in good faith to resolve disputes promptly. If resolved, DCSD shall pay, or Supplier shall issue a credit memo within twenty (20) days of resolution. If unresolved after sixty (60) days, either Party may invoke Section 9.0, Dispute Resolution.

7.4. Taxes. Supplier is responsible for all taxes, levies, and government-imposed obligations arising from its business operations and income. Supplier shall not invoice DCSD for any taxes, levies or other government-imposed obligation for which DCSD is exempt.

7.5. Prompt Payment Discount Election. By initialing below, Supplier agrees to accept a 2% discount on all invoices paid by DCSD within fifteen (15) business days of receipt. This discount will be applied automatically upon early payment. See Section 7.2.1.

Supplier Initial: _______ Date: ______________

8.0 CONFIDENTIALITY

8.1. Use of Confidential Information. Supplier shall use DCSD’s Confidential Information solely to furnish Deliverables under this Agreement and shall bind its employees, agents, and subcontractors to the same obligation. All Confidential Information remains DCSD’s sole property and shall be returned or destroyed upon termination or expiration of this Agreement, or upon Supplier’s determination that it no longer requires such information.

Upon request, Supplier shall certify in writing that all Confidential Information has been returned or destroyed. The obligations of this Section survive termination.

8.2. Publicity. A Party may not use the other Party’s name, logo, or mark without prior written approval. The Parties shall not communicate with members of the media or otherwise make any public announcements regarding the Deliverables, or the terms or existence of this Agreement, without the other Party’s prior written consent. DCSD’s

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 16 disclosure of the terms of this Agreement pursuant to CORA is not a violation of this Section 8.2.

9.0 DISPUTE RESOLUTION

If a dispute arises under this Agreement, each Party shall designate a representative to meet within ten (10) business days of written notice and negotiate in good faith toward resolution. If unresolved, the Parties shall, within five (5) business days, jointly prepare a written position statement summarizing unresolved issues and proposed resolutions for review by each Party’s senior executive, who shall have five (5) business days to resolve the matter. If the dispute remains unresolved, either Party may pursue all remedies available at law or in equity.

10.0 GOVERNING LAW

This Agreement and any related SOW is governed by the laws of the State of Colorado, without regard to principles of conflict of laws. This Agreement shall be deemed to be made and executed in the State of Colorado. The Parties agree that any legal action by either Party to enforce any rights hereunder shall be brought in the United States District Court for the District of Colorado or Colorado State District Court for the County of Douglas.

11.0 TERMINATION

11.1. Termination for Convenience by DCSD. DCSD may terminate this Agreement or any SOW for convenience upon giving Supplier thirty (30) days’ prior written notice. In such an event, Supplier shall be entitled to payment as described in Section 11.4.2. In no event will DCSD be liable for any exit or termination fee. Where Supplier has engaged subcontractors or other agents to furnish Deliverables under this Agreement, Supplier shall provide DCSD with evidence that all such parties have been paid for work completed to the date of termination.

11.2. Termination for Breach. Either Party may terminate this Agreement or any SOW upon written notice if the other Party materially defaults on any obligation under this Agreement and fails to cure such default within thirty (30) days’ written notice.

Termination is immediate and without cure period or notice when a Party becomes unable to pay its debts as they become due or becomes subject to voluntary or involuntary bankruptcy or insolvency proceedings not dismissed within forty-five (45) days.

11.3. Termination for Non-Appropriation of Funds. DCSD may terminate this Agreement or any SOW if funds are not allotted for the next fiscal year to continue this Agreement.

DCSD may also affect such termination by giving the Supplier written notice of its intention to terminate not less than thirty (30) days prior to the end of the then current fiscal period, stating the reason for termination is non-appropriation of funds. Upon termination of this Agreement as provided in this paragraph, DCSD shall not be responsible for the payment of any Deliverables beyond those that DCSD has accepted and appropriated funds.

11.4. Procedure upon Termination.

11.4.1.Upon termination of this Agreement, Supplier shall promptly return to DCSD, or destroy, as DCSD may direct, all DCSD property and Confidential

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 17

Information in Supplier’s possession which destruction shall be certified to DCSD in writing.

11.4.2.Except as provided in Section 11.3, if DCSD terminates this Agreement for any reason other than Supplier’s uncured breach, Supplier shall be entitled to payment for Deliverables furnished and accepted by DCSD as well as reasonable expenses incurred up to the date of termination.

12.0 INSURANCE

Supplier shall maintain, at its own expense, the insurance coverages described in this Section throughout the term of this Agreement and shall provide DCSD a certificate of insurance within fifteen (15) days of the Effective Date demonstrating compliance with these coverage requirements.

Supplier may obtain insurance coverage in excess of the limits set by this Section 12.0 at Supplier’s own expense. Supplier shall ensure subcontractors maintain equivalent coverage. All policies shall be issued by carriers rated A-, Class VII or better in the most current edition of Best’s Reports.

12.1. Commercial General Liability Insurance – Supplier shall maintain commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, including ongoing and products-completed operations, insured contract coverage, and which shall be primary and noncontributory. DCSD, its officers, directors, board of education, and employees shall be named as additional insureds. Supplier shall provide written notice to DCSD prior to cancellation or non-renewal. General liability insurance shall not erode with costs of defense.

12.2. Automobile Liability Insurance – Where Supplier personnel operate vehicles on or in connection with Deliverables, Supplier shall maintain automobile liability insurance for owned, hired, and non-owned vehicles with a combined single limit of not less than $1,000,000 per occurrence. Policies shall include a waiver of subrogation in favor of DCSD and name DCSD, its officers, directors, board of education, and employees as additional insureds.

12.3. Worker’s Compensation Coverage - Supplier shall comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws and regulations. Supplier assumes full responsibility for all workers' compensation claims arising from furnishing Deliverables under this Agreement.

12.4. Additional Coverages. See the SOW for any additional insurance coverage required.

13.0 INDEMNITY

Supplier shall indemnify, defend, and hold harmless DCSD, its elected officials, employees, representatives, and agents against all claims by third parties for property damage, bodily injury, damages, liabilities, costs, expenses, and attorney fees arising out of or connected with any act or omission of Supplier, its employees, agents, subcontractors, or assignees under this Agreement or its SOW. If Supplier is a public entity, this Section applies to the extent authorized by law and shall not be construed as a waiver of any protections under the Colorado Governmental Immunity Act.

RFQual Revision No: 1 Issue Date: 5/16/2024 Page | 18

14.0 FORCE MAJEURE

Neither Party shall be liable for delay or failure in performance of this Agreement caused by events beyond its reasonable control, including natural disasters, extreme weather, fire, explosion, flood, public health emergencies, acts of terrorism, war, cyberattacks by third parties, or action or inaction of governmental authorities (“Force Majeure Event”). Force Majeure does not include: (a) any event Supplier could reasonably have prevented through quality assurance, disaster recovery, or other testing required or necessary to provide the Deliverables; or (b) any event where Supplier could have prevented a degradation of Deliverables through a reasonable workaround.

Either Party whose performance is prevented or delayed by a Force Majeure Event (the “Affected Party”) shall provide written notice to the other Party within five (5) business days of the Force Majeure Event or when a Party determines that a Force Majeure Event will impact its performance under this Agreement or any related SOW. Such notice shall describe the nature of the Force Majeure Event and its anticipated impact on the Affected Party’s performance including any changes needed in the term of this Agreement or any of its corollary SOW’s. The Parties shall promptly confer in good faith to mitigate the effects of the Force Majeure Event. The Affected Party shall use commercially reasonable efforts to resume performance of this Agreement if possible. If a Force Majeure Event prevents or materially delays Supplier’s performance for five (5) or more business days, DCSD may terminate this Agreement immediately upon DCSD’s written notice.

15.0 REPRESENTATIONS AND WARRANTIES

Supplier represents and warrants that:

a) the individual signing this Agreement has the legal authority to contractually bind Supplier;

b) it is fully qualified, licensed where required, and experienced to furnish the Deliverables;

c) the Deliverables will be furnished in a professional non-negligent manner consistent with applicable industry standards, codes, regulations or laws;

d) the Deliverables will comply with all requirements set forth in this Agreement and the applicable SOW; and

e) performance of this Agreement does not conflict with any other Supplier obligation.

Additional warranties specific to an engagement, including performance standards, service levels, and Deliverable specifications, shall be set forth in the applicable SOW.

16.0 IMMUNITIES

Notwithstanding anything herein to the contrary, no term or condition shall be deemed a waiver, express or implied, of any provision of the Colorado Governmental Immunity Act C.R.S.

§24-10-101, et seq.

17.0 FUND AVAILABILITY

All obligations of DCSD under this Agreement or any SOW are subject to annual approval and/or budgeting and appropriation by DCSD.