biddoc.pdf

Request for Proposal (RFQ)

RFQ 0003-2027

Pre-Qualification Grounds Department

Cherry Creek School District No. 5 Strategic Sourcing Department 4610 S Ulster Street, Suite 1001, Denver, CO 80237

RFQ 0003-2027 Pre-Qualification Grounds Department

RFQ Number: RFQ 0003-2027

Title: Pre-Qualification Grounds Department

Solicitation Due Date: August 14, 2026 Time: 2:00 PM (MST)

Issuing Office:

Cherry Creek School District No. 5 Strategic Sourcing Department 4610 S Ulster Street, Suite 1001, Denver, CO 80237 Strategicsourcing@cherrycreekschools.org

Suppliers must ensure that proposals are submitted to Rocky Mountain BidNet Direct by the above designated date and time.

Late Proposals will not be accepted nor evaluated.

Proposals that do not comply with the requirements of this RFQ may be rejected.

Suppliers are encouraged to read the entire RFQ prior to submitting a proposal. Cherry Creek School District (“CCSD” or “District”) reserves the right to make award without discussions, based on initial proposals received therefore, suppliers should ensure their best terms and pricing with initial proposals. Likewise, CCSD may conduct discussions with one, some, or all suppliers as determined, in their sole discretion, to be in the District’s best interests. CCSD further reserves the right to cancel this RFQ and/or reject offers, without obligation, as determined in the best interest of the District.

Please be advised that electronic offers are now being accepted through BidNet Direct’s Electronic Bid Submittal (EBS). BidNet Direct’s EBS process is safe because bid responses are kept securely sealed until the close date has arrived, at which time only those with authorization can open and review submitted bids.

General Information mailto:Strategicsourcing@cherrycreekschools.org

SUPPLIERS ARE ADVISED TO CAREFULLY READ THE ENTIRE SOLICITATION

PACKAGE PRIOR TO SUBMITTING A PROPOSAL.

SECTION PAGE

GENERAL INFORMATION 2

TABLE OF CONTENTS 3

INTRODUCTION & BACKGROUND 4

INSTRUCTIONS TO SUPPLIERS 5

MASTER SERVICES AGREEMENT 8

PROPOSAL EVALUATION 29

PROPOSAL RESPONSE REQUIREMENTS 30

EXHIBIT A, SCOPE OF WORK/SCHEDULE OF ITEMS 32

TABLE OF CONTENTS

1.1 Introduction

This RFQ is to solicit proposals from suppliers capable of satisfying the needs of the District as stated herein. This document provides information to assist suppliers in preparing their responses and facilitates the subsequent evaluation process. This RFQ, and the selected proposal in response to this RFQ, will be incorporated into the contract resulting from this solicitation, provided, however, that the contract may contain terms different from, or in addition to, this RFQ.

1.2 Summary of Project Objective

Cherry Creek School District (CCSD) is seeking to establish a list of qualified contractors to provide various grounds maintenance, repair, installation, and emergency services on an as-needed basis.

The intent of this RFQ is to identify highly qualified contractors with demonstrated experience performing work for K-12 school districts, municipalities, commercial facilities, or similar public entities.

Contractors are NOT required to provide every service listed within this solicitation. Each responding contractor shall identify the specific service categories for which they wish to be considered and provide evidence of qualifications and experience for those categories.

Pre-qualification does not guarantee the award of work.

If you are currently conducting business with the District you still need to make a full RFQ submission

1.3 About Cherry Creek School District No. 5

The District is one of the highest-achieving school districts in the State. Our Vision, Mission, and Values describe the culture of the District, who we are, what we believe, and how we go about providing and excellent education for the children of Cherry Creek.

CCSD is located in the Southeast Metropolitan Denver area. We educate more than 53,000 children and serve over 300,000 residents in 108 square miles spread across eight (8) municipalities including Cherry Hills Village, Glendale, Foxfield as well as portions of Aurora, Centennial, Greenwood Village, Englewood, and Denver. There are presently eight High Schools, eleven (11) Middle, and forty-three (43) Elementary schools as well as one (1) Magnet and two (2) Charter schools. To learn more about CCSD please visit www.cherrycreekschools.org.

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1.0 Introduction and Background

http://www.cherrycreekschools.org/

2.1 Schedule of Events

The following RFQ Schedule of Events represents the best estimate of the schedule the District will follow, which is subject to change at the District’s discretion. The District has performed extensive planning work and plans to meet the dates described below. The District reserves the right to add or delete events as may be necessary.

Event Date RFQ Posted on BidNet (https://www.bidnetdirect.com/)

July 30, 2026

Written Inquiry Deadline August 6, 2026 @ 2:00 PM MST Response to Written Inquiries August 10, 2026 Estimated RFQ Due Date August 14, 2026 @ 2:00 PM MST Oral Presentations (At District’s Sole Discretion)

TBD The District May Decide To Conduct Interviews

Contract Award August 31, 2026 Estimated

2.2 Administrative Information

a) During the Solicitation process, all official communication with suppliers will be via the Rocky Mountain E-Purchasing System (BidNet) at Https://www.BidNetdirect.com/colorado unless otherwise specified. Notices may include RFQ amendments, questions and answers, clarifications to requirements, and award announcements. It is incumbent upon suppliers to monitor BidNet for any such notices.

b) CCSD is requesting firm proposals for the items and/or services described herein. All proposals must be clear, concise, accurate, and legible so that there is no doubt as to the intent and scope of the proposal. Proposals must be uploaded and submitted through Rocky Mountain E-Purchasing (BidNet) EBS portal by or before the due date and time. Please ensure that your submission is complete and accurate, and includes all proposal content, descriptions, pricing, and signatures.

c) Late Offers. Offers received after the date and time set for the opening may be considered non-responsive and returned to the Supplier.

d) Proposals may be withdrawn, in writing, at any time prior to the time and date set for receipt.

e) In accordance with the Uniform Commercial Code, offers may not be withdrawn after the time and date set for the opening for a period of 90 calendar days. If an offer is withdrawn by the Supplier during this 90 day period, the District may, at its option, suspend the Supplier from the bid List and may not accept any offer from the Supplier for a six (6) month period following the withdrawal.

f) Do not upload Zip Files to Rocky Mountain Bidnet and keep file names shorter than 250 characters.

2.0 Instructions to Suppliers

https://www.bidnetdirect.com/ https://www.bidnetdirect.com/colorado

2.3 Proprietary/Confidential 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 supplier with the proposal. The supplier must state specifically what elements of the proposal are to be considered confidential/proprietary and must state the statutory basis for the request under the Public (open) Records Act. (Section 24-72-201 et seq., C.R.S).

Confidential/Proprietary information must be readily identified/marked. Neither a proposal in its entirety nor price information will be considered confidential and proprietary. Any information that will be included in any resulting contract cannot be considered confidential and/or proprietary.

Supplier acknowledges that they may come into contact with confidential information contained in the records or files of the District in Connection with any resulting contract or in connection with the performance of its obligations under any resulting contract. The successful supplier shall keep such records and information confidential and shall comply with all laws and regulations concerning the confidentiality of such records to the same extent as such records to the same extent as such laws and regulations apply to the District. The successful supplier shall notify its employees that they are subject to the confidentiality requirements as set forth above and shall provide each employee with a written explanation of the confidentiality requirements before the employee is permitted access to confidential data. Successful supplier(s) shall provide and maintain a secure environment that ensures confidentiality. The confidentiality of all information will be respected, and no confidential information shall be distributed or sold to any third party nor used by the successful supplier(s) or its assignees and/or subcontractors in any way except as authorized by any resultant award. Confidential information shall not be retained in any files or otherwise by the successful supplier(s).

2.5 CCSD reserves the right to award without discussions or to conduct discussions with one, some, or all suppliers as it deems in its best interests.

2.6 Any person, firm, corporation, or association submitting a proposal shall be deemed to have read and understood all the terms, conditions, and requirements in the RRP.

2.7 CCSD reserves the right to cancel this RFQ in whole or in part, at any time, without penalty.

2.8 Suppliers may make written inquiries concerning this RFQ to obtain clarification of requirements. No inquiries will be accepted after the date and time indicated in the Schedule of Activities and NO phone calls will be accepted.

When making inquiries through BidNet you must ask one question at a time and may not ask multiple questions in one entry. Asking multiple questions with one entry may result in your answers being delayed.

The District requires that all inquiries be sent through BidNet, responses to inquiries may be published as an amendment on BidNet in accordance with the Schedule of Activities. Suppliers should not rely on any other statements, either written or oral, that alter any specification or other term or condition of the RFQ during the open solicitation period. Suppliers should not contact any other District office or individual regarding this RFQ. Suppliers are responsible for monitoring BidNet for amendments/modifications of this RFQ. Suppliers are required to acknowledge receipt of all amendments in the cover letter of their proposal.

2.9 A Pre-proposal conference may be held in accordance with the Schedule of Events. While the conference, if held, is not mandatory, participation is highly encouraged. The format of the conference will be an overview of the RFQ. Following the overview, suppliers will be able to ask questions related to the RFQ or the overall process. The District will attempt to answer all questions at that time, but answers provided shall not be binding. Following the conference, the District may post questions and answers on BidNet.

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3.0 Proposer agrees to all terms and conditions as set forth in the Master Services Agreement (“MSA”) below. By signing below, supplier acknowledges that in the event of contract award the proposer agrees to sign the MSA with no redlines or negotiations required. The contents of the Statement of Work will be created and issued as part of final negotiations; an award is not included in this statement.

Signature of Official: ____________________________

Name (typed): __________________________________

Title: _________________________________________

Firm: _________________________________________

Date: _________________________________________

-OR-

If supplier is not in agreement with the MSA as attached, please check the box below and a redlined MSA is required at the time of proposal. MSA redlines will be considered as part of the evaluation criteria and scored in accordance to the volume and nature of the redlines received.

I do not agree with terms, see attached redline

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3.0 Master Services Agreement

THIS IS A SAMPLE MASTER SERVICES AGREEMENT AND NOT TO BE FILLED OUT.

MASTER SERVICES AGREEMENT

between

Cherry Creek School District No. 5 and

THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the last signature below, (the “Effective Date”), by and between Cherry Creek School District No. 5 ("CCSD”), located at 4700 South Yosemite Street, Greenwood Village, Colorado 80111, and _______________________, (“Supplier”), having a place of business at ________________________________. CCSD and Supplier are each hereinafter referred to individually as a “Party” or collectively as “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

Acceptance Criteria means the requirements set forth in an Statement of Work (“SOW”) used to measure the completeness or adequacy of the Deliverables.

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. For the purposes of this definition, control means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through the exercise of voting power, by contract or otherwise, or (ii) ownership of more than 50% of the equity interest of such entity.

Change Order means a written agreement and signed by the Parties’ authorized representatives, to modify the infrastructure, assets, resources, Deliverables, Fees, Service Level Agreement or other aspects of the Services set forth in an SOW.

Confidential Information means confidential and/or proprietary information related to technology and business activities, including, but not limited to, business outlooks, revenue, pricing, trade secrets, computer programs and software (including, but not limited to, code, software output, screen displays, file hierarchies, graphics and user interfaces), formulas, data, inventions, techniques, product designs, strategies, third-party confidential information, and all other information that is clearly marked or identified as confidential or proprietary when disclosed to the receiving Party or reasonably understood by the receiving Party to be confidential or proprietary.

Deliverable means any product or service item produced by Supplier and required to be delivered to CCSD pursuant to an SOW.

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

SLA (Service Level Agreement) shall mean the operational and performance metrics (as further described in the applicable SOW) under which Supplier shall render the Services.

Services shall mean collectively, the services to be provided by Supplier to CCSD and its Affiliates, as described in an SOW.

SOW (Statement of Work) means a mutually agreed upon written work statement signed by the Parties’ authorized representatives, which authorizes and specifies the terms for Supplier to provide Services, as may be modified from time to time via a Change Order.

2.0 SERVICES

2.1 Scope of Services. Supplier shall furnish Services to CCSD and CCSD’s Affiliates in accordance with and subject to the terms and conditions of this Agreement and one or more consecutively numbered SOWs. The Parties understand and agree that CCSD is not obligated to engage Supplier exclusively during the term of this Agreement or any renewal thereof for the provision of Services of the type described in any SOW.

2.2 Statements of Work

2.2.1 Supplier shall not perform Services pursuant to this Agreement unless and until the performance of such Services has been authorized through CCSD’s issuance of a signed SOW. Supplier shall begin to render Services to CCSD after Supplier has indicated its acceptance of the work by countersigning and returning the SOW to CCSD. 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 an SOW and this Agreement, the terms of the SOW 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, as applicable, the following:

a. The term of the SOW

b. A detailed description of the Services, including business requirements and technical specifications, as applicable

c. The schedule for performance of the Services

d. A description of each Party’s responsibilities

e. A description of the SLAs

f. A schedule of Fees

g. Acceptance Criteria

2.3 Change Order Process. Either Party may request a modification of the Services to be performed by submitting to the other a Change Order request. Upon execution of the Change Order by both Parties, the obligations of Supplier with respect to such Change Order shall be considered Services under this Agreement. Change Orders must be executed by both Parties to be effective and Supplier shall not perform Services outside the scope of any SOW unless and until the performance of such Services has been authorized through a Change Order. Supplier shall not be entitled to any compensation for services outside the scope of an SOW unless performed pursuant to a mutually executed 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 Services. To the extent practicable, Supplier agrees to retain personnel and resources assigned to support the Services for the duration of a specific SOW and not to reassign such personnel or resource(s) without CCSD’s written consent.

CCSD shall have the right to approve or reject personnel working on an SOW, provided that such rejection is provided within forty-five (45) days of the personnel assignment and is consistent with applicable laws relating to employment practices. CCSD may request in writing that Supplier reassign personnel not compatible with CCSD’s expectations or who violate CCSD published policies.

Supplier shall implement such personnel change request in a prompt manner to minimize any negative impact on performance of the Services. All costs incurred due to the replacement of Supplier personnel assigned to provide Services under this Agreement, including the transfer of knowledge/information necessary to provide the Services (“knowledge transfer”), shall be borne by Supplier.

2.5 Included Supplier Services. If any services, functions or responsibilities not specifically described in this Agreement are an inherent, necessary or customary part of the Services as described in an SOW or are required for proper performance or provision of the Services in accordance with this Agreement, they shall be deemed to be included within the scope of the services to be delivered for the Fees stated within the applicable SOW, as if such services, functions or responsibilities were specifically described in this Agreement. Any Supplier services, functions or responsibilities not included in an SOW and which are not an inherent, necessary or customary part of the Services as described above will be documented in a Change Order subject to additional terms and charges.

2.5.1 Colo. Rev. Stat. § 22-16-101 et seq. All Supplier Services which collect, maintain, generate, or use Student Personally Identifiable Information (PII) must be in compliance with the Student Data Transparency and Security Act (“Act”), and will be required to sign a CCSD Data Privacy Addendum.

In the event that PII is evident during the duration of a project, either by CCSD or Supplier, Supplier agrees to work with CCSD in accomplishing the requirements of this Act. Supplier will perform all services under applicable SOW’s in accordance with such requirements.

2.6 Service Level Agreements

2.6.1 Supplier shall perform the Services at levels of accuracy, quality, completeness, timeliness, responsiveness, resource efficiency and productivity set forth in the applicable SOW (including any applicable SLA).

If more than one SLA applies to any particular obligation of Supplier, Supplier shall perform in accordance with the most stringent of such SLA.

Supplier shall be responsible for meeting or exceeding the applicable SLA even where doing so is dependent on the provision of Services by Supplier’s subcontractors.

2.6.2 Supplier recognizes that CCSD is paying Supplier to deliver the Services at specified SLAs. If Supplier fails to meet an SLA due to its own fault or the fault of its subcontractors, then, in addition to other remedies available to CCSD, CCSD shall receive payment credits or payment refunds as specified in each applicable SOW in recognition of the diminished value of the Services resulting from Supplier’s failure to meet the agreed upon level of performance, and not as a penalty (each such reduction, an “SLA Credit”). The Parties agree that damages for failing to meet SLAs are difficult to determine and that the reduced payments are a reasonable calculation of the harm suffered. Under no circumstances shall the imposition of SLA Credits be construed as CCSD’s sole or exclusive remedy for any failure to meet the SLAs.

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

2.8 Timeliness of Performance. Supplier acknowledges and agrees that prompt performance of the Services is required by CCSD in order for CCSD to meet its business objectives. Supplier acknowledges that time is of the essence in the performance of its obligations under this Agreement. CCSD acknowledges and agrees that communication of information to Supplier necessary for performance of the Services and timely decisions regarding issues brought to CCSD attention by Supplier is required.

2.9 Background Check Certification

2.9.1 The Supplier shall conduct at its own expense a criminal background check for each employee in the presence of CCSD students and/or working on or reasonably likely to work on CCSD property.

2.9.2 The Supplier will be responsible to adhere to any Federal, State, and Local privacy, confidentiality requirements and other laws regulations or policies governing employee background checks.

2.9.3 If, between the time the Contract is executed and the day work begins, it is determined by CCSD that Supplier has not conducted background checks for each employee working on or reasonably likely to work on CCSD property, the awarding of the contract will be immediately revoked without penalty to CCSD.

2.9.4 Background check report updates may be requested by CCSD or deemed necessary by Supplier. Upon any reasonable notice, the Supplier agrees to conduct and update a background check for any employee in the presence of CCSD students and/or working on or reasonably likely to work on CCSD property.

2.9.5 Employees of the Supplier who have been convicted of, pled nolo contendere to, or received a deferred sentence or deferred prosecution for a felony, or a misdemeanor crime involving unlawful sexual behavior or unlawful behavior involving children, will not be allowed to work on CCSD property.

2.9.6 CCSD reserves the right to cancel, without penalty, at any time, this contract if it reasonably determines that a background check was not conducted on an employee in accordance with this agreement, or if conducted, the Supplier acted unreasonably in reference to the information contained in the report.

2.9.7 If, in the sole discretion and judgment of CCSD or its representatives, the

Supplier refuses or fails to conduct a criminal background check or acts unreasonably in reference to the information contained in the report or reports, CCSD may consider such inaction or action to constitute a default or grounds for termination of this Agreement.

2.10 Debarment and Suspension

2.10.1 The Supplier certifies it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

2.10.2 Has not, within a three year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

2.10.3 Is not presently indicted for or otherwise criminally or civilly charges by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (B) of this certification; and

2.10.4 Has not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default.

3.0 TERM OF AGREEMENT

3.1 Agreement Term. The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with Section 14, Termination.

3.2 Statement of Work 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 an SOW expires 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 herein.

4.0 NON-CONFLICT OF INTEREST

CCSD expressly reserves the right to contract with others to obtain services similar or identical to those provided under this Agreement and Supplier expressly reserves the right to contract with others to provide services similar or identical to those provided under this Agreement, provided, however, that Supplier shall not engage in any work during the term of this Agreement that creates an actual conflict of interest with CCSD.

5.0 ACCEPTANCE

CCSD may review, analyze and test any Deliverable or any performance of Services to confirm that such Deliverable or Service meets the Acceptance Criteria or other requirements set forth in this Agreement or the applicable SOW. If CCSD becomes aware of any material defects in any Deliverable or in the performance of any Service (each such defect, a “Deficiency”), CCSD will notify Supplier of such Deficiency within sixty (60) days of CCSD’s discovery of such Deficiency.

Supplier, at its own expense, shall re-perform such Service or modify such Deliverable to bring the Deficiency into conformance with the applicable requirements within five (5) days after receipt of CCSD’s notice of such Deficiency. CCSD may perform additional review, analysis and acceptance tests following re-performance of a Service or modification to a Deliverable. If the re-performance of the Service fails to meet the requirements set forth in this Agreement and the applicable SOW, or a Deliverable is rejected again for non-compliance with such requirements, CCSD may in its sole discretion reject the Service or the Deliverable, terminate this Agreement for material breach, in whole or in part, or repeat the procedure in this paragraph as often as it determines is necessary. In the event of termination, CCSD will not be liable for payment (or any other obligation under this Agreement) to Supplier for such Deficiencies. The provisions of this Section 5 shall not limit CCSD’s rights under Section 14, Termination.

6.0 RIGHT TO COVER

If, after receiving a notice of Deficiency from CCSD, and having been given the opportunity to correct such Deficiency in accordance with the procedures of Section 5 hereof, Supplier fails to correct Deficiencies in connection with any Service or Deliverable in accordance with the requirements of this Agreement or the applicable SOW, without waiving any of its remedies under this Agreement, CCSD may, after providing Supplier with prior written notice of its intent to do so, correct such Deficiency, including contracting with any third party to perform on its behalf. In such event, CCSD may deduct from the payments then or thereafter due Supplier all costs and expenses of correcting the Deficiency in connection with any Service or Deliverable. Supplier shall compensate CCSD at cost for the Services or Deliverables of any such third party hired by CCSD to correct Supplier’s Deficiency. The rights provided under this Section 6 shall be in addition to all other rights and remedies provided under this Agreement or at law or equity.

7.0 COMPENSATION

7.1 Fees for Services

7.1.1 Fees. CCSD shall pay Supplier the Fees set forth in an SOW for Services rendered. The specified Fees include all elements of cost (direct labor, overhead, general and administrative expenses and profit) incurred by Supplier in providing Services and are stated in U.S. dollars. Amounts spent by CCSD and its Affiliates will be aggregated for purposes of tier or volume pricing.

7.1.2 Monthly Rates. If Supplier is to be compensated at a flat monthly rate for a calendar month, and Supplier or its subcontractors do not provide Services for each day in such calendar month, then Supplier shall be paid a pro-rata portion of such monthly rate, based on the number of days Services were actually provided by Supplier or its subcontractors during the month. CCSD will not make any payment for days that Supplier or its subcontractors fail to provide Service

(whether due to sickness, jury duty, vacation or similar reason).

7.1.3 Holiday Work. Supplier shall only be compensated for Services performed on CCSD-recognized holidays if work on such day has been authorized in writing by CCSD prior to work commencement. The document authorizing such holiday work must be retained by Supplier and submitted with the invoice requesting payment.

7.1.4 Bonus Payments. In no event shall CCSD be obligated to pay any bonus or other performance- or incentive-based payments to Supplier or any of its employees or subcontractors, unless such payments are agreed upon in writing between Supplier and CCSD in an SOW.

7.2 Pre-approved Expenses. Supplier shall invoice CCSD for any expenses incurred, at cost and without mark-up, and pre-approved in writing by CCSD, in the performance of the Services. Upon CCSD’s request, Supplier shall provide supporting documentation for such expenses and a statement that Supplier has reviewed the invoice charges, and determined which charges are proper and valid in accordance with the more stringent of CCSD or Supplier’s expense management policy.

7.3 Unauthorized Services. CCSD shall have no obligation, expressed, implied, or otherwise, to compensate Supplier except as expressly set forth in this Section 7 or an SOW.

8.0 INVOICING AND PAYMENTS

8.1 Invoicing. Unless an SOW specifies otherwise, Supplier shall invoice CCSD monthly for all Fees, whether billed on a fixed-fee basis or in accordance with Supplier’s hourly rates. Supplier shall on the same invoice include any SLA Credits associated with the Services provided during the previous billing cycle. In addition, CCSD may require Supplier to submit the following:

a) A detailed description of the Services rendered by Supplier.

b) A list of all Supplier employees and/or subcontractors performing Services under the applicable SOW.

c) The number of hours worked by Supplier’s employees and/or subcontractors performing Services under the applicable SOW.

d) Documentary evidence (e.g., receipts, paid bills or copies of invoices for services rendered by subcontractors) which provide sufficient information to establish the amount, date, place, purpose and essential character of each fee or payment provided in the invoice for which Supplier seeks reimbursement from CCSD.

e) If applicable, a copy of a timesheet (in a form approved by CCSD), completed by each Supplier employee and/or subcontractor performing Services during the applicable time period, stating the number of hours by labor category, and a certification that such hours were the actual number of hours expended by such individual during the period for which the invoice is submitted.

8.2 Payment Terms. All invoices are due and payable by CCSD net thirty (30) days from the date of receipt by CCSD. CCSD may discount the invoice amount by two percent (2%) for payments made net fifteen (15) days. All invoices and payments shall be in U.S. dollars.

� Net thirty (30) days � Discount invoice amount by two percent (2%) for payments made net fifteen (15) days.

Initial: ________

8.3 Payment Types. Please select the type of payment you would like to receive. See Exhibit A if SUA is selected.

� Check � J.P. Morgan’s Single-Use Accounts (SUA) electronic card

Initial: ________

8.4 Disputed Amounts. CCSD shall review the invoices and notify Supplier in writing within forty-five (45) days of receipt of the invoice of any question, objection or dispute CCSD may have in connection with the invoice (the “Dispute Notice”). If any items are disputed, only the disputed items may be withheld from payment, and only until such dispute between the Parties is resolved. The Parties agree to negotiate in good faith to attempt to resolve such dispute. In the event such dispute is mutually agreed upon and resolved, CCSD will pay the disputed amount within twenty (20) days, or Supplier will issue a credit memo on the next invoice to CCSD (as applicable). In the event a dispute is not resolved within sixty (60) days following Supplier’s receipt of the Dispute Notice despite the good faith efforts of the Parties, the Parties shall have the right to submit such dispute to the dispute resolution process set forth in Section 12, Dispute Resolution. In no event does this Section

8.3 limit CCSD’s rights under Section 9, Audit.

8.5 Taxes. All taxes and similar assessments, levies and government-imposed obligations with respect to Supplier’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 Supplier.

8.6 Payment Retention. CCSD reserves the right to retain up to ten percent (10%) of any payment due to Supplier pursuant to the terms of this Agreement, and to make such retained payment only when and if Supplier has provided to CCSD all Deliverables required to be delivered under the applicable SOW.

9.0 AUDIT

9.1 General. During the term of this Agreement and for a period of three (3) years after work completion, Supplier shall maintain complete books and records (specifically including, without limitation, the originals or copies of documents supporting entries in the books of account and all reports provided to CCSD) relating to all Services and SOWs, and of all costs and Fees reimbursable or payable by CCSD under the terms of this Agreement. All such records shall be maintained in accordance with recognized accounting practices. CCSD and/or its authorized agents shall have the right to examine and audit such records at any reasonable time during that period and perform procedures as considered necessary for purposes of evaluating Supplier’s internal controls. The accuracy of Supplier’s invoices shall be determined by such audits and Supplier shall immediately refund any overcharges to CCSD. The costs associated with any such audit shall be borne by CCSD unless such audit demonstrates that Supplier’s charges exceed the proper and accurate amount of such charges by five (5%) percent or more in which case Supplier shall reimburse CCSD for all costs associated with the audit, and shall reimburse CCSD for all overpayments.

10.0 OWNERSHIP AND INTELLECTUAL PROPERTY

10.1 Ownership. All data products purchased or developed in the performance of the Services shall be the exclusive property of CCSD. All software previously owned by or licensed to Supplier by third parties and used in the performance of Service is and shall remain the property of Supplier.

10.2 Intellectual Property Rights. Supplier hereby assigns and agrees to assign to

CCSD all intellectual property rights arising directly out of the performance of the Services. Supplier hereby agrees to execute any and all documents necessary to assign any such intellectual property rights to CCSD and to assist CCSD in every way to protect such intellectual property rights, including but not limited to signing patent or copyright applications and assignments in favor of CCSD, but the filing of such applications or assignments shall be at CCSD’s sole expense. CCSD acknowledges Supplier’s ownership of any intellectual property right whatsoever or any interest therein that has been invented, created, developed or acquired by Supplier before the commencement of Supplier’s services to CCSD under this Agreement (“Supplier Property”). Supplier retains all right and title in and to the Supplier Property provided to CCSD or used by Supplier in performing services for CCSD under this Agreement, and Supplier shall not be limited in any way from using such Supplier Property in any way, including its use in other engagements with Supplier’s other clients.

11.0 CONFIDENTIALITY

11.1 Permitted Use. All information shall be governed by the following terms unless subject to the Colorado Open Records Act. The receiving Party shall handle, use, treat and utilize the disclosing Party’s Confidential Information as follows: (a) hold all such Confidential Information in strict confidence; (b) use such Confidential Information only for the purpose of (i) evaluating the possibility of forming a joint business relationship or other commercial arrangement between the Parties, and

(ii) if and when such relationship is formed by a written agreement, furthering the purpose and intent expressly stated in such written agreement; (c) reproduce such Confidential Information only to the extent necessary for permitted purposes;

(d) restrict disclosure of such Confidential Information to its officers, directors and employees, the officers, directors and employees of its Affiliates, and their representatives having a need to know (and advise such persons of the obligations assumed herein); and (e) not disclose such Confidential Information to any third party, including, but not limited to any manufacturer or independent contractor, without prior written approval of such disclosing Party, except as set forth in Section 11.2 below. In addition, with respect to any equipment, component, software, or other items delivered to the receiving Party by the disclosing Party, the receiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze the physical construction of, any such items. The restrictions on the receiving Party's use and disclosure of Confidential Information as set forth above shall not apply to any Confidential Information which the receiving Party can demonstrate:

a) is wholly and independently developed by the receiving Party without the use of Confidential Information of the disclosing Party; or

b) is or has become generally available to the public without breach of this

Agreement by the receiving Party; or

c) at the time of disclosure to the receiving Party, was known to such receiving

Party to be free of restriction and evidenced by documentation in the receiving Party’s possession; or

d) is approved for release by written authorization of the disclosing Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization; or

e) is disclosed in response to a valid order of a court or other governmental body in the United States or any political subdivision thereof, but only to the extent of and for the purposes of such order; provided, however, that the receiving Party shall first notify the disclosing Party in writing of the order and permit the disclosing Party to seek an appropriate protective order.

11.2 Subcontractors. The receiving Party shall ensure that its subcontractors in connection with this Agreement shall owe the same obligations with respect to Confidential Information developed, acquired, disclosed to or learned by such subcontractor as the receiving Party owes the disclosing Party.

11.3 Obligations and Return of Confidential Information. The receiving Party’s obligation hereunder shall survive for a period of five (5) years following termination of this Agreement; provided however, any confidential obligations with respect to protected CCSD information shall survive indefinitely to the extent required to comply with applicable law. All Confidential Information shall remain the sole property of the disclosing Party, and all materials containing any such Confidential Information (including all copies made by the receiving Party) shall be returned to the disclosing Party or destroyed immediately upon termination or expiration of this Agreement, or upon the receiving Party's determination that it no longer has a need for such Confidential Information. Upon the request of the disclosing Party, the receiving Party shall certify in writing that all materials containing such Confidential Information (including all copies thereof) have been returned to the disclosing Party or have been destroyed.

11.4 Publicity. Except for materials already made public, neither Party will distribute any news releases, articles, brochures, speeches or advertisements concerning this Agreement or any SOW, nor use the other Party’s name (or any variation thereof), without such Party’s prior written consent.

11.5 Injunctive Relief. Because legal remedies may be insufficient for a breach of this

Section 11, the Parties agree that an injured Party shall be entitled to seek injunctive relief in addition to any other legal or equitable remedies.

12.0 DISPUTE RESOLUTION

In the event that any dispute between the Parties arises out of this Agreement, the Parties shall meet and confer in a good faith effort to resolve such dispute. In the event such efforts do not resolve the dispute within fifteen (15) days from the date the dispute arises, the Parties may elect to submit the dispute to mediation before the Judicial Arbiter Group or other independent mediation service. This provision shall survive termination of this Agreement. This provision shall not be considered an election of remedies. The parties may elect to pursue litigation for any dispute arising under this Agreement at any time.

13.0 GOVERNING LAW

13.1 Governing Law. This Agreement 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.

13.2 Forum. Supplier (i) hereby irrevocably submits to the exclusive jurisdiction of the

United States District Court for the District of Colorado located in Colorado or the state courts of Arapahoe County,State of Colorado, for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that-any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.

13.3 Service of Process. Supplier consents to service of process in any such proceeding in any manner permitted by Colorado law, and consents to service of process by registered or certified mail, return receipt requested, at its address specified herein.

14.0 TERMINATION

14.1 Termination for Convenience by CCSD. CCSD may terminate this Agreement or any SOW for convenience upon giving Supplier thirty (30) days prior written notice.

In such event, Supplier shall be entitled to payment as described in Section 14.4.2, but shall be obligated to mitigate its costs and damages arising from such termination for convenience. In no event will CCSD be liable for any exit or termination fee.

14.2 Termination for Breach. Either Party may terminate this Agreement immediately upon written notice to the other Party under any of the following circumstances, each of which shall constitute a material breach of this Agreement: (i) the other Party defaults on any of its obligations under this Agreement, (ii) the other Party becomes unable to pay its debts as they become due; or (iii) the other Party becomes the subject of a proceeding, whether voluntary or involuntary, under the bankruptcy or insolvency laws of the United States or any other jurisdiction, unless, in the case of an involuntary proceeding, such proceeding is dismissed or withdrawn within forty-five (45) days of the date it is initiated.

14.3 Termination for Non-Appropriation of Funds. As CCSD is bound by Art. X, Section

20(4)(b) of the Colorado Constitution (“TABOR”), payments under this Agreement are currently budgeted expenditures and no term of this Agreement may be construed to constitute or give rise to a multiple fiscal year direct or indirect debt or other financial obligation. The District's obligations to pay any amount under this Agreement shall not constitute a mandatory charge against nor require liability or obligation of the District in any ensuing fiscal year beyond the then-current fiscal year. The District shall not incur any obligation nor liability in any form under this Agreement beyond the revenues budgeted and appropriated to pay the amount due for a specified fiscal year. This Agreement shall not directly nor indirectly obligate the District to make any payments beyond the funds legally available to the District and designated for payment under this Agreement for the then-current fiscal year, nor impose any obligation to make an appropriation for a succeeding fiscal year. CCSD may terminate this Agreement if funds are not allotted for the next fiscal year to continue with the Services under this Agreement. CCSD may effect 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, of CCSD’s decision not to appropriate monies to fund the Agreement for a succeeding fiscal year. Upon termination of this agreement as provided in this paragraph, CCSD shall not be responsible for the payment of any services received which occur after the end of the current period. Under this appropriations clause, CCSD may terminate without any penalty, charge, or claim arising from such termination.

14.4 Procedure upon Termination.

14.4.1 Upon termination of this Agreement, Supplier shall promptly return to

CCSD, or destroy, as CCSD may direct, all CCSD property in Supplier’s possession.

14.4.2 Except as described in Section 14.3, if CCSD terminates this Agreement or any Services to be performed hereunder for any reason other than Supplier’s breach of any terms or conditions of this Agreement which has not been cured within the applicable cure period, Supplier shall be entitled to payment for its Services rendered and reasonable expenses incurred in connection with the SOWs up until the date of such termination. If the Services are compensated on an hourly basis, then CCSD shall compensate Supplier for all Services performed in accordance with the agreed hourly rate payment provisions. If the Services are compensated on a fixed fee basis, then CCSD shall compensate Supplier for: (a) any completed milestones in accordance with the payment terms for such Services; and (b) payment for Services relating to a milestone that has not been completed shall be paid on a pro-rata basis.

14.4.3 Upon the termination of this Agreement for any reason whatsoever, CCSD shall be forthwith entitled to all documentation specified in this Agreement.

14.5 Termination Assistance. Supplier shall provide to CCSD or its designee at no cost such termination assistance services as may reasonably be requested by CCSD or its designee upon the termination or expiration of an SOW. Supplier shall cooperate in good faith in all transition related matters. The termination assistance services shall be performed in accordance with the terms and specifications set forth in an SOW for the applicable Services being transitioned.

15.0 INSURANCE

Commencing on the Effective Date and throughout the term of this Agreement, Supplier shall maintain insurance policies in the amounts and types described below (the “Insurance”), at its own expense, and shall provide CCSD with evidence thereof in the form of a certificate of insurance within fifteen (15) days of the Effective Date of this Agreement.