biddoc.pdf

AHEC – 27401-D

Updated 2020

1BAURARIA HIGHER EDUCATION CENTER

0BDOCUMENTED QUOTE COVER SHEET

Date: 8/4/2026 Quote Number: AHEC-27401-D

Return all Quotes to:

Auraria Higher Education Center, Procurement Services See Section 1.8

Purchasing Agent: Brenda Ruiz

Quote Due Date: 8/17/2026 Quote Due Time: 2:00PM Mountain Time

All Quotes Shall be Quoted F.O.B. Destination Unless Otherwise Specified

AV Upgrades for the Auraria Higher Education Center – Campus Events Department

Per the attached specifications, terms and conditions

F.E.I.N.: Payment Terms:

(Minimum of Net 45) Delivery Date:

Authorized Signature:

Typed/Printed Name:

Title:

Company Name:

Address:

City: State: Zip:

Phone Number: Fax Number:

Contact for Clarifications:

Title:

Phone Number: Email Address:

The purpose of this coversheet is to fully identify respondents so they may be considered, to quickly identify the costs and billing terms, and to provide basic information applicable to all solicitations. Submissions must contain: this coversheet (completed and signed), cost pages(s), supporting descriptive/technical literature for substitutes where applicable, and any other enclosures requested in or relevant to this solicitation. In submitting an offer, you are acknowledging acceptance of the related documents.

Vendor note: Emailed quotes are acceptable as long as they are received by the DATE/TIME due. Vendors are urged to read the solicitation document thoroughly before submitting a quote.

Vendors are required to submit Federal Employer Identification Number (F.E.I.N.).

THIS PAGE MUST BE COMPLETED, SIGNED AND RETURNED WITH RESPONSE.

I. GENERAL INFORMATION

1.1 ColoradoVSS and BidNet Registration

The State of Colorado has transitioned to a financial management system called the Colorado Operations Resource Engine (CORE). All solicitations issued by the Auraria Higher Education Center (AHEC) either on its behalf, or on behalf of the Institutions we serve, will be posted on the following websites:

ColoradoVSS: https://prd.co.cgiadvantage.com/PRDVSS1X1/Advantage4 and the Rocky Mountain E-Purchasing System (aka BidNet): https://www.bidnetdirect.com/colorado

Solicitation details for goods and services, as well as construction notices on ColoradoVSS and BidNet, are public. Registration is not required for ColoradoVSS; however, registration for BidNet is required and there is no cost unless the “push” notification option is selected.

During the solicitation process, all official communication with vendors will be via notices on ColoradoVSS and BidNet. Notices may include any modifications to administrative or performance requirements, answers to inquires received, clarifications to requirements, and the announcement of the apparent winning vendor. It is incumbent upon vendors to carefully and regularly monitor ColoradoVSS or BidNet for any such notices.

1.2 Scope

It is the intent of the Auraria Higher Education Center (AHEC) Procurement Services Office to receive quotes on behalf of the Campus Events department to provide and install audiovisual equipment in two (2) suites in the Tivoli Building, Suites 329 and 740.

1.3 Costs

Quoted costs must remain firm for 90 days from quote due date.

1.4 Term of the Contract

The purchase order awarded will be from date of award through completed delivery and installation. Awarded costs must remain firm from date of award through completion of project.

1.5 Mandatory Pre-Bid Meeting

To ensure sufficient information is available to vendors preparing quotes, a mandatory pre-bid meeting has been scheduled. The intent of this meeting will be to discuss the full scope of the project and visit the sites where installation will occur.

When: August 10, 2026 12 PM Mountain Time (US Canada)

Location: 900 Auraria Parkway, Tivoli 329, Denver, CO 80204 https://prd.co.cgiadvantage.com/PRDVSS1X1/Advantage4 https://www.bidnetdirect.com/colorado

1.6 Standard Purchase Order

Awarded Vendor must be willing to agree to the Purchase Order Terms and Conditions. A purchase order (PO) may be used for services totaling less than $350,000.00; however, it is at the discretion of AHEC as to whether a purchase order is adequate. See attachment labeled, Attachment A - PO Terms and Conditions to this DQ.

Vendors must clearly identify any exceptions to the contractual terms and conditions described in this solicitation, and the attachments, and must provide justification and alternative language in their quote. Vendors are strongly encouraged to seek advice from legal counsel regarding such contractual exceptions.

Vendors should not assume any term or condition in this Documented Quote, or the Purchase Order Terms and Conditions is negotiable. In the event the parties are unable to negotiate terms that are fully satisfactory to AHEC within a reasonable period of time, at AHEC’s sole discretion, AHEC may elect to enter into negotiations with another vendor within the competitive range. If an “Award” has been issued, and the parties are unable to enter into a contract that is fully satisfactory to AHEC within a reasonable period of time, via AHEC, may elect to cancel the “Award” and issue an “Award” to another vendor within the competitive range and commence negotiations with such vendor.

1.7 Number of Awards

AHEC intends to award a contract to the vendor capable of fulfilling the anticipated volume needs for AHEC’s Campus Events department; however, should AHEC determine at any time during the term of the resulting contract that the awarded vendor is not adequate to properly fill these needs, AHEC reserves the right to make awards to vendors who submitted responses to the original solicitation but were not awarded, or to re-issue the solicitation and make additional awards as necessary.

1.8 Solicitation Submission and Questions

The quote, including cover page complete with signature, must be received via email, or submitted electronically via BidNet, no later than the quote due date and time specified on the coversheet of this solicitation. Emailed responses are acceptable – email to: Brenda.ruiz@ahec.edu, or submit electronically through BidNet.

Vendor assumes full responsibility for any costs related to this solicitation including express delivery, parcel post, packing, cartage, insurance, license fee permits or cost of bonds.

All questions regarding this solicitation are to be emailed to Brenda.Ruiz@ahec.edu. Answers will be posted on ColoradoVSS and BidNet. No questions will be accepted after: August 12, 2026 at 3:00 PM Mountain Time.

1.9 Cost and Award Information

Vendors shall submit their cost information on the Cost Sheet on page 9. All cost information shall be provided according to the instructions in this solicitation. NO modifications to the Cost Sheet(s) will be accepted. Cost must include all equipment, labor, shipping, handling and all delivery charges and be FOB Destination.

mailto:Brenda.ruiz@ahec.edu

Cost must remain firm for the duration of the project. Any unique changes or modifications to the contract will be negotiated on a case-by-case basis ONLY, with final determination made by

AHEC.

AHEC reserves the right to reject all quotes and re-solicit at any time prior to contract start date.

AHEC reserves the right to cancel this solicitation in its entirety at any time without penalty. All prices and notations shall be printed in ink or type written on the solicitation documents. Illegible quotes or writing may be deemed non-responsive and may not be evaluated. A quote with missing, or inconsistent information may be considered non-responsive and may not be evaluated. Do not qualify your quote nor alter the solicitation format. AHEC will be the sole judge in determining the acceptability of an offer. AHEC also reserves the right to reject any or all quotes in part, or in whole, and to waive technicalities as allowed in the Procurement Rules.

AHEC reserves the right to make multiple awards from this solicitation if in the best interest of AHEC’s Campus Events department.

1.10 Performance

Awarded vendor shall comply with the requirements as to performance, timeframes, etc. If the winning vendor fails to perform, AHEC reserves the right to take remedial action, including canceling the contract (with 30 day written notice) for cause (default). Cause is defined as failure to meet requirements of the written specifications and conditions or correct deficiencies upon receipt of notice. Failure to maintain satisfactory performance after notice will be sufficient cause for immediate cancellation of the award. In the event of default, AHEC may make an award to another vendor in the competitive range or re-solicit at its discretion.

Invoices for services shall be submitted to the ordering department for authorization to pay. Order department addresses must be taken from the purchase order.

Vendors guarantee that they understand and agree to the terms and conditions of the solicitation;

guarantee a continuing supply and consistent quality of the service offered; and that they will not default from performance by virtue of a mistake or misunderstanding.

1.11 Responsibility of Vendor

Vendors must be able to demonstrate their ability to perform according to the terms of this solicitation. AHEC may require additional information of the apparent successful vendor to determine their ability to perform. This information may include, but is not limited to, previous experience of company; years in business; quality and condition of equipment; financial condition;

references as to size and scope of work done in the past. AHEC reserves the right to make its vendor responsibility determination at any time in this solicitation process and may not make a responsibility determination for every vendor.

AHEC reserves the right to request further information as it deems necessary to determine the vendor’s responsibility. If the vendor fails to supply the requested information, AHEC shall base the determination of responsibility upon any available information, or may find the vendor non-responsible.

1.12 Insurance

Vendor must provide insurance information in accordance with Attachment D. Awarded vendor must submit correct certificate of insurance immediately after day of award, and prior to performance of any services.

1.13 Sex Offender Registration Information Requirements

Auraria Higher Education Center is a State of Colorado Higher Education Campus. Awarded vendor(s) must comply with the following laws in order to have employees on a State of Colorado Campus:

Colorado Revised Statutes, Title 16-22-103, et seq.

Code of Federal Regulations, 34 CFR 668.46 Jeanne Clery Act 20 USC 1092 (f)

1.14 Public Employees Retirement Association (PERA)

AHEC is a Colorado Public Employees Retirement Association (PERA) affiliated employer.

Pursuant to Colorado Revised Statutes, AHEC is requiring the vendor to notify AHEC’s Accounting Office at accountspayable@ahec.edu within fifteen (15) calendar days from the date of resulting contract or purchase order if the services provided are being or are to be performed by a PERA retiree.

1.15 Cooperative Purchasing

Successful vendor(s) shall make available to other Colorado State agencies or political subdivisions (“Participating Entity”) any and all items specified herein at the contract prices established herein. If a Participating Entity exercises this option, it shall be understood and agreed that such an arrangement does not bind either the Participating Entity or the successful vendor(s) to the terms, conditions or prevailing awards generated through this DQ; nor does it preclude any Participating Entity from pursuing a purchase or purchases through their own contracting methods with another vendor.

It shall be further understood and agreed that AHEC is not a legally binding party to any contractual agreement made between a Participating Entity and the successful vendor(s) as a result of this DQ. Each Participating Entity which determines to enter into a contractual arrangement with the successful vendor(s) shall establish its own contract, place its own orders, issue its own purchase orders, be invoiced separately and make its own payments, and issue its own tax exemption certificates as required by the successful vendor(s).

II. SCOPE OF WORK

2.1 Background

This project will be replacing existing AV Equipment in Tivoli Suites 329 and 740. New equipment will allow multi-purpose room configuration and have Zoom Room capabilities.

2.2 Technical Environment

Tivoli 329 currently has a Panasonic projector, motorized projector screen, speakers being driven by the projector, AMX control panel, projector screen controls, and HDMI and VGA wall plate with cables running in the wall (not HDbaseT). All of these components will be demoed and removed under this project.

Tivoli 740 currently has a Panasonic projector, motorized projector screen, speakers being driven by the projector, AMX control panel, projector screen controls, HDMI and VGA wall plate with cables ran in the wall (not HDbaseT), it also has a mixer and amp for the audio. All of these components will be demoed and removed under this project.

mailto:accountspayable@ahec.edu

There are no computing systems currently integrated in either of the suites, just basic projection and audio.

2.3 Project Information

The purpose of this project is to upgrade the AV equipment in suites 740 and 329 to support a functional, operational and user-friendly conference space. New equipment will allow multi-purpose room configuration and have Zoom Room capabilities. The AV system upgrade will include upgrading network processor, control panel, amplifier, camera, PC, projector microphone, ceiling speakers, wiring to connect all new AV systems, and a storage box for each suite. Project shall provide quality AV system for meetings, presentations, and training.

2.4 Vendor Responsibilities

Vendor will be responsible for removing existing AV equipment, providing and installing the new AV equipment specified in this solicitation (including all new wiring). Vendor is also required to test all equipment and systems to ensure everything is functioning properly at each location prior to project close out. Vendor must also clean up area of any debris and leave the removed equipment with AHEC.

2.5 AHEC Responsibilities

Auraria Facilities is responsible for installing power and data connections to the ceiling boxes.

Power and data connections will be made by AHEC prior to the anticipated start of project on August 24, 2026.

2.6 Task Schedule and Timeline

Scheduling and installation for the AV upgrades in both suites must be completed as quickly as possible, preferably four (4) weeks from issuance of Purchase Order. Key dates are listed below:

• Quotes Due from Vendor: 8/17/2026

• Award by AHEC: 8/18/2026 (anticipated)

• Issuance of Purchase Order by AHEC: 8/21/2026 (anticipated)

• Project Start by Vendor: 8/24/2026

• Substantial Completion by Vendor: 9/25/2026

2.7 Performance Location

Work will be completed at Suite 740 and Suite 329 of the Tivoli Student Union, located on the Auraria Campus. Access to additional spaces (ceiling for cabling, telecom or electrical closets) shall be coordinated with the AHEC’s Project Manager with 48 hours advance notice.

2.8 Payment

Vendor may submit invoices for completed work to facilitiesinvoices@ahec.edu copying the AHEC Project Manager. Invoices must include:

2.8.1 Purchase Order Number

2.8.2 Description of work performed

2.8.3 Labor charges must be broken down by position and hourly rate

2.8.4 Material charges must have each item listed separately, listing unit cost and total.

AHEC payment terms are NET 45.

mailto:facilitiesinvoices@ahec.edu

2.9 Ownership

AHEC will take ownership of the project at final completion. Vendor is responsible for providing operational manuals and tutorials to AHEC prior to project closeout.

III. QUALIFICATIONS AND SUBMISSION REQUIREMENTS

All interested parties are required to meet all minimum requirements to be considered for this project. Interested bidders must show evidence of the following to be considered as qualified, as minimum:

3.1 Cover Letter and Company Information – A brief introduction summarizing the vendor’s interest in the project, company background, and primary contact information.

3.2 Provide detailed company history of AV installation, including descriptions, number of years of experience in AV installation. A minimum of (3) years of experience in work related to scope of this project is required to be considered qualified.

3.3 Provide a list of three (3) AV projects completed within the last two (2) years. Provide project names, date of projects, Owner/Property Manager references and contact information, including email and telephone numbers.

3.4 Where brand name/model number is specified, quote only that brand/model number.

3.5 Submit a sample certificate of insurance with response (requirements are listed in

Attachment D).

IV. GENERAL CONDITIONS

4.1 AHEC will award this quote on an all-or-none basis. Quotes must be completed; no partial quotes will be accepted. An award will be made on the basis of the quote most beneficial to AHEC.

4.2 DO NOT attach a quote to your response. Cost will NOT be considered if not listed on the provided form. Additional vendor terms and conditions will not be considered. Costs must include shipping, handling and all delivery charges, unless required to be listed separately.

4.3 The vendor agrees to comply with the letter and the spirit of all applicable state and federal laws respecting discrimination and unfair employment practices.

4.4 This Documented Quote does not obligate AHEC to pay any costs incurred in the preparation or the submission of such quotes, or to purchase, or contract for materials, or services from such solicitation if not in the best interest of AHEC.

4.5 The quoted price shall be exclusive of any Federal or State taxes from which the AHEC is exempt.

4.6 ANTI-KICKBACK ACT of 1986. Vendor represents that they have not provided or attempted to provide any kickback to any employee or agent of AHEC. All reports of possible kickback shall be submitted in writing to AHEC Procurement Services.

V. EVALUATION

Quotes will be evaluated on vendor's appropriateness and completeness of response requirements as outlined in this solicitation, vendor's experience and costs. Cost will be the primary factor used in evaluating quotes. AHEC will award, in whole, to the vendor who is most responsive to AHEC's needs, cost and other factors considered. AHEC reserves the right to reject any or all quotes.

VI. VENDOR INFORMATION

6.1 W-9 and Vendor Mailing Address Form

AHEC is required to have a W-9 on file for every company it does business with. Please attach a completed W-9 (Attachment B) and the Vendor Mailing Address Form (Attachment C) to your quote.

Remainder of page intentionally left blank

VII. COSTS

All costs must be listed on this Cost Sheet. DO NOT attach a quote. Costs must remain firm for 90 days from Documented Quote due date.

This solicitation is a brand name specific solicitation only bid. No other make/models will be accepted. Quote ONLY exact model/part numbers specified.

Quote shall include breakout costs of materials, labor cost, for installation of the products as shown below:

Equipment type Make and model QTY Material Labor Total Network I/O Processor

QSC CORE NANO

(1 per room)

Q-SYS Control I/O Expander

QSC QIO-LVR4

(1 per room)

Two-Channel Network Amplifier

QSC SPA-Qf 60x2 (1 per room)

Camera QSC NC-12x80 (1 per room)

PC Logitech

TAPZOMBASELNV4

(1 per room)

Tap wall mount Logitech 939-001817 (1 per room)

Projector Panasonic PT-VMZ72U7 (1 per room)

Microphone Shure MXA920W-S (1 per room)

Ceiling Speaker AtlasIED FAP62T Model

FAP62T

(4 each per room)

AV Line Netgear GSM4210PD-

100NAS

(1 per room)

Ceiling storage box Chief CMS492P2 (1 per room)

Total Project Cost: $____________________

Cost must include all equipment, labor, shipping, handling and all delivery charges and be FOB Destination.

Company ________________________ Signature _______________________

THIS PAGE MUST BE COMPLETED, SIGNED AND RETURNED WITH RESPONSE.

Adopted July 1, 2023

Auraria Higher Education Center (AHEC) Purchase Order Terms and Conditions

1. Offer/Acceptance. This Purchase Order, together with these terms and conditions (including, if applicable, Addendum 1: Additional Terms and Conditions for Information Technology, below), and any other attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference (collectively the “PO”) shall represent the entire and exclusive agreement between AHEC and the Vendor. If this PO refers to Vendor’s bid or proposal, this PO is an ACCEPTANCE of Vendor’s OFFER TO SELL in accordance with the terms and conditions of this PO. If a bid or proposal is not referenced, this PO is an OFFER TO BUY, subject to Vendor’s acceptance, demonstrated by Vendor’s performance or written acceptance of this PO. Any COUNTER-OFFER TO SELL automatically CANCELS this PO, unless a change order accepting the counter-offer is issued in accordance with §4 accepting a counter-offer. AHEC shall not be responsible or liable for goods or services delivered or performed prior to issuance of this PO.

2. Order of Precedence. In the event of a conflict or inconsistency within this PO, such conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: (a) the Purchase Order document; (b) these Terms and Conditions (including, if applicable, Addendum 1: Additional Terms and Conditions for Information Technology below); and (c) any attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference. Any terms and conditions included on Vendor’s forms or invoices not included in this PO are void.

3. Safety Information. All chemicals, equipment and materials proposed and/or used in the performance of this PO shall conform to the requirements of the Occupational Safety and Health Act of 1970. Vendor shall furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous materials at the time of delivery.

4. Changes. Vendor shall furnish goods or services in strict accordance with the specifications and price set forth for each item. This PO shall not be modified, superseded, or otherwise altered, except in writing signed by AHEC and accepted by Vendor. If this PO is for goods only and Vendor has not delivered the goods prior to the expiration of this PO, but Vendor delivers all of the goods to AHEC only after expiration of this PO, then AHEC, in its sole discretion, may accept the goods under this PO by extending this PO and delivering the modification to Vendor; however, regardless of anything to the contrary, if AHEC does not extend this PO for any reason then the goods delivered after expiration of this PO shall be deemed rejected, Vendor shall arrange the return of all delivered goods at Vendor’s sole expense, and AHEC shall have no liability for any such goods.

5. Delivery. Unless otherwise specified in the solicitation or this PO, delivery shall be FOB destination. AHEC is relying on the promised delivery date, and any installation or service performance set forth in this PO as material and basic to AHEC’s acceptance. If Vendor fails to deliver or perform as and when promised, AHEC, in its sole discretion, may cancel its order, or any part thereof, without prejudice to its other rights, return all or part of any shipment so made, and charge Vendor with any loss or expense sustained as a result of such failure to deliver or perform as promised. Time is of the essence.

6. Rights to Materials. [Not Applicable to POs issued either in whole or in part for Information Technology, as defined in CRS §24-37.5-102(2);

which shall be governed by Addendum 1 §B.] Unless specifically stated otherwise in this PO, all materials, including without limitation supplies, equipment, documents, content, information, or other material of any type, whether tangible or intangible (collectively “Materials”), furnished by AHEC to Vendor or delivered by Vendor to AHEC in performance of its obligations under this PO shall be the exclusive property of AHEC. Vendor shall return or deliver all Materials to AHEC upon completion or termination of this PO.

7. Reporting. If Vendor is served with a pleading or other document in connection with an action before a court or other administrative decision-making body, and such pleading or document relates to this PO or may affect Vendor’s ability to perform its obligations under this PO, Vendor shall, within 10 days after being served, notify AHEC of such action and deliver copies of such pleading or document to AHEC. Vendor shall disclose, in a timely manner, in writing to AHEC all violations of federal or state criminal law involving fraud, bribery, or gratuity violations potentially affecting this PO. AHEC may impose any remedies available, which may include, without limitation, suspension or debarment.

8. Conflicts of Interest. Vendor acknowledges that with respect to this PO, even the appearance of a conflict of interest is harmful to AHEC’s interests. Absent AHEC’s prior written approval, Vendor shall refrain from any practices, activities, or relationships that reasonably may appear to be in conflict with the full performance of Vendor’s obligations to AHEC hereunder. If a conflict or appearance of a conflict of interest exists, or if Vendor is uncertain as to such, Vendor shall submit to AHEC a disclosure statement setting forth the relevant details for AHEC’s consideration. Failure to promptly submit a disclosure statement or to follow AHEC’s direction with respect to the actual or apparent conflict constitutes a breach of this PO.

Vendor acknowledges that all AHEC employees are subject to the ethical principles described in §24-18-105, C.R.S. Vendor further acknowledges that AHEC employees may be subject to the requirements of §24-18-105, C.R.S. with regard to this PO.

9. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, C.R.S., Title 4 (“UCC”), relating to implied or express warranties are incorporated herein, in addition to any warranties contained in this PO.

10. Inspection and Acceptance. AHEC’s final acceptance is contingent upon completion of all applicable inspection procedures. All goods delivered shall be newly manufactured and the current model, unless otherwise specified. AHEC shall have the right to inspect goods or services provided under this PO at all reasonable times and places. AHEC shall be the sole judge in determining “equals” with regard to conformance with the specifications outlined in this PO for quality, price, and performance. If any of the goods or services do not conform to PO requirements, as determined in AHEC’s sole discretion, AHEC may require Vendor to either (a) replace the goods specified by AHEC or (b) perform the services again, without additional payment from AHEC. When defects in the quality or quantity of goods or services cannot be corrected by replacement or re-performance, AHEC may (c) require Vendor to take necessary action to ensure that future performance conforms to this PO and (d) equitably reduce the payment due Vendor to reflect the reduced value of the goods or services performed. These remedies do not limit the remedies otherwise available in this PO, at law, or in equity.

11. Taxes. AHEC is exempt from federal excise taxes and from State and local sales and use taxes. AHEC shall not be liable for the payment of any excise, sales, or use taxes imposed on Vendor. A tax exemption certificate will be made available upon Vendor’s request.

12. Payment. AHEC shall not pay Vendor any amount for performance under this PO in excess of the Total set forth on the Purchase Order document.

AHEC shall pay Vendor for all amounts due within 45 days after AHEC’s receipt of goods or services and acceptance of a correct invoice of amount due. Amounts not paid by AHEC within 45 days of AHEC’s acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate set forth in CRS §24-30-202(24) until paid in full. Interest shall not accrue if a good faith dispute exists as to AHEC’s obligation to pay

Attachment A all or a portion of the amount due. Vendor shall invoice AHEC separately for interest on delinquent amounts due, referencing the delinquent payment, number of day’s interest to be paid, and applicable interest rate. AHEC may benefit from any early payment discount offered by Vendor by making payment within the timeframes required by Vendor to be eligible for such discount. If Vendor offers an early payment discount, then the discount shall be shown on Vendor’s invoices to AHEC, and if AHEC makes payment on the invoice within the timeframe for the discount, Vendor shall either

(a) accept the payment amount less the appropriate discount or (b) refund the discount back to AHEC. Except as specifically agreed in this PO, Vendor shall be solely responsible for all costs, expenses, and other charges it incurs in connection with its performance under this PO.

13. Assignment. Vendor’s rights and obligations under this PO shall not be transferred or assigned without the prior, written consent of AHEC and the execution of a new PO. Any attempt at assignment or transfer without such consent and new PO shall be void. Any new PO approved by AHEC shall be subject to the same terms and conditions as those set forth in this PO.

14. Subcontracts. Unless otherwise specified in this PO, Vendor shall not enter into any subcontract in connection with its obligations under this PO without the prior, written approval of AHEC. Vendor shall submit to AHEC a copy of each such subcontract upon request by AHEC. All subcontracts entered into by Vendor in connection with this PO shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this PO.

15. Severability. The invalidity of or unenforceability of any provision of this PO shall not affect the validity of or enforceability of any other provision of this PO, which shall remain in full force and effect, provided, that the parties can continue to perform their obligations in accordance with the intent of this PO.

16. Survival of Certain PO Terms. Any provision of this PO that imposes an obligation on a party after termination or expiration of this PO shall survive the termination or expiration of this PO and shall be enforceable by the other party.

17. Third Party Beneficiaries. Except for the parties’ respective successors and assigns, this PO does not and is not intended to confer any rights or remedies upon any person or entity other than the parties. Enforcement of this PO and all rights and obligations hereunder is reserved solely to the parties. Any services or benefits which third parties receive as a result of this PO are incidental to this PO, and do not create any rights for such third parties.

18. Waiver. A party’s failure or delay in exercising any right, power, or privilege under this PO, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.

19. Indemnification [Not Applicable to Intergovernmental POs] Vendor shall indemnify, save, and hold harmless AHEC, its employees, Board members, agents and assignees (the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Vendor, or its employees, agents, subcontractors, or assignees in connection with this PO. This shall include, without limitation, any and all costs, expenses, claims, damages, liabilities, court awards and other amounts incurred by the Indemnified Parties in relation to any claim that any work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right or any claim for loss or improper disclosure of any confidential information or personally identifiable information.

20. Notice. All notices given under this PO shall be in writing, and shall be delivered to the contacts for each party listed on the Purchase Order document. Either party may change its contact or contact information by notice submitted in writing to the other party without formal modification to this PO.

21. Insurance. Except as otherwise specifically stated in this PO, Vendor shall obtain and maintain insurance as specified in this section at all times during the term of this PO: (a) workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Vendor employees acting within the course and scope of their employment; (b) Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate;

$1,000,000 products and completed operations aggregate; and $50,000 any one fire; and (c) Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. If Vendor will or may have access to any protected information, then Vendor shall also obtain and maintain insurance covering loss and disclosure of protected information and claims based on alleged violations of privacy right through improper use and disclosure of protected information with limits of $1,000,000 each occurrence and $1,000,000 general aggregate at all times during the term of this PO. Additional insurance may be required as provided elsewhere in this PO. All insurance policies required by this PO shall be issued by insurance companies with an AM Best rating of A-VIII or better. This insurance requirement shall not apply if this PO is solely for goods, as determined by AHEC, unless specifically stated otherwise in this PO or any attachment or exhibit to this PO. If Vendor is a public agency within the meaning of the Colorado Governmental Immunity Act, then this section shall not apply, and Vendor shall instead comply with the Colorado Governmental Immunity Act. AHEC and the State of Colorado shall be named as additional insured on all commercial general liability policies required of Vendor. Coverage required of Vendor shall be primary and noncontributory over any insurance or self-insurance program carried by the Auraria Higher Education Center and the State of Colorado. All insurance policies secured or maintained by Vendor in relation to this PO shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Vendor or AHEC and the State of Colorado, its agencies, institutions, organizations, officers, agents, employees, and volunteers.

22. Termination Prior to Vendor Acceptance. If vendor has not begun performance under this PO, AHEC may cancel this PO by providing written notice to the Vendor.

23. Termination for Cause. (a) If Vendor refuses or fails to timely and properly perform any of its obligations under this PO with such diligence as will ensure its completion within the time specified in this PO, AHEC may notify Vendor in writing of nonperformance and, if not corrected by Vendor within the time specified in the notice, terminate Vendor’s right to proceed with this PO or such part thereof as to which there has been delay or a failure. Vendor shall continue performance of this PO to the extent not terminated. (b) Vendor shall be liable for excess costs incurred by AHEC in procuring similar goods or services and AHEC may withhold such amounts as AHEC deems necessary. (c) If after rejection, revocation, or other termination of Vendor's right to proceed under the UCC or this clause, AHEC determines for any reason that Vendor was not in default or the delay was excusable, the rights and obligations of AHEC and Vendor shall be the same as if the notice of termination had been issued pursuant to termination under §24.

24. Termination in Public Interest. AHEC is entering into this PO for the purpose of carrying out the public policy of the State, as determined by AHEC, its Governor, General Assembly, or Courts. If this PO ceases to further the public policy of AHEC, or the State, as determined by its Governor, General Assembly, or Courts or by AHEC, AHEC, in its sole discretion, may terminate this PO in whole or in part and such termination shall not be deemed to be a breach of AHEC’s obligations hereunder. This section shall not apply to a termination for cause, which shall be governed by §23. AHEC shall give written notice of termination to Vendor specifying the part of the PO terminated and when termination becomes effective. Upon receipt of notice of termination, Vendor shall not incur further obligations except as necessary to mitigate costs of performance. For services or specially manufactured goods, AHEC shall pay (a) reasonable settlement expenses, (b) the PO price or rate for supplies and services delivered and accepted, (c) reasonable costs of performance on unaccepted supplies and services, and (d) reasonable profit for the unaccepted work. For existing goods, AHEC shall pay (e) reasonable settlement expenses, (f) the PO price for goods delivered and accepted, (g) reasonable costs incurred in preparation for delivery of the undelivered goods, and (h) a reasonable profit for the preparatory work. AHEC’s termination liability under this section shall not exceed the total PO price. As a condition for payment under this section, Vendor shall submit a termination proposal and reasonable supporting documentation, and cost and pricing data as requested by AHEC.

25. Funds Availability. Financial obligations of AHEC payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. If this PO is funded in whole or in part with federal funds, this PO is subject to and contingent upon the continuing availability of federal funds for the purposes hereof. AHEC represents that it has set aside sufficient funds to make payment for goods delivered in a single installment, in accordance with the terms of this PO.

26. Governmental Immunity. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Colorado Governmental Immunity Act, C.R.S. §24-10-101, et seq., the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, C.R.S. §24-30-1501, et seq. No term or condition of this PO shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions contained in these statutes.

27. Independent Contractor. Vendor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Vendor nor any agent or employee of Vendor shall be deemed to be an agent or employee of AHEC or the State. Vendor shall not have authorization, express or implied, to bind AHEC to any agreement, liability or understanding, except as expressly set forth herein. Vendor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through AHEC and AHEC shall not pay for or otherwise provide such coverage for Vendor or any of its agents or employees. Vendor shall pay when due all applicable employment, income taxes, and local head taxes incurred pursuant to this PO. Vendor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by AHEC, (c) disclose to AHEC if they are a PERA retiree prior to performing contracted duties in order for AHEC to properly report information, and if applicable, withhold contributions from payment of services to PERA, and (d) be solely responsible for its acts and those of its employees and agents.

28. Compliance with Law. Vendor shall comply with all applicable federal and state laws, rules, and regulations in effect or hereinafter established, including, without limitation, laws applicable to discrimination and unfair employment practices.

29. Choice of Law, Jurisdiction and Venue. [Not Applicable to Inter-governmental POs] Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this PO. The UCC shall govern this PO in the case of goods unless otherwise agreed in this PO. Any provision included or incorporated herein by reference, which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this PO shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Any provision incorporated herein by reference which purports to negate this or any other provision in this PO in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Vendor shall exhaust administrative remedies prior to commencing any judicial action against AHEC.

30. Prohibited Terms. Nothing in this PO shall be construed as a waiver of any provision of CRS §24-106-109. Any term included in this PO that requires AHEC to indemnify or hold Vendor harmless; requires AHEC to agree to binding arbitration; limits Vendor’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with that statute in any way shall be void ab initio.

31. CORA Disclosure. To the extent not otherwise prohibited by law, this PO is subject to public release and disclosure through the Colorado Open Records Act, CRS §24-72-101, et seq.

32. Erroneous Payments. AHEC may recover, at AHEC’s discretion, payments made to Vendor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended, or excess funds received by Vendor by deduction from subsequent payments under this PO, deduction from any payment due under any other contracts, grants or agreements between AHEC and Vendor or by other appropriate method for collecting debts owed to AHEC.

33. Click-Through Agreements. Vendor’s software or Vendor’s website may contain a "click though" agreement which is integral to that product and/or website and which will require AHEC to click "I agree," or some similar action in order to proceed to use the software and/or website. It is hereby expressly agreed that all such click through, "shrink wrap," and/or online agreements, and any other such agreement mechanisms executed by AHEC in using the software and/or website are void and of no effect, do not create a binding assent by AHEC, do not modify this PO, and do not in themselves create a separate contract of any kind.

ADDENDUM 1:

Additional Terms & Conditions for Information Technology

IF ANY PART OF THE SUBJECT MATTER OF THIS PO IS INFORMATION TECHNOLOGY, AS DEFINED IN CRS §24-37.5-102 (2), THE FOLLOWING

PROVISIONS ALSO APPLY TO THIS PO.

A. Definitions. The following terms shall be construed and interpreted as follows: (a) “Business Day” means any day in which AHEC is open and conducting business, but shall not include Saturday, Sunday or any day on which AHEC observes one of the holidays listed in CRS §24-11-101(1); (b) “CJI” means criminal justice information collected by criminal justice agencies needed for the performance of their authorized functions, including, without limitation, all information defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy, as amended, and all Criminal Justice Records as defined under CRS §24-72-302; (c) “HIPAA” means the federal Health Information Portability and Accountability Act; (d) “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of AHEC, pursuant to CRS §§24-37.5-401 et seq.; (e) “PCI” means payment card information including any data related to credit card holders’ names, credit card numbers, or the other credit card information as may be protected by state or federal law; (f) “PHI” means any protected health information, including, without limitation any information whether oral or recorded in any form or medium that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual including, without limitation, any information defined as Individually Identifiable Health Information by HIPAA; (g) “PII” means personally identifiable information including, without limitation, any information maintained by AHEC about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of birth, mother’s maiden name, or biometric records, including, without limitation, all information defined as personally identifiable information in CRS §24-72-501. “PII” shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S. ; (h) “AHEC Confidential Information” means any and all AHEC Records not subject to disclosure under the Colorado Open Records Act, CRS §§24-72-200.1, et seq. (“CORA”), and includes, without limitation, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA; (i) “AHEC Records” means any and all AHEC data, information, and records, regardless of physical form; (j) “Tax Information” means federal and State of Colorado tax information including, without limitation, federal and State tax returns, return information, and such other tax-related information as may be protected by federal and State law and regulation, including, without limitation all information defined as federal tax information in Internal Revenue Service Publication 1075; and (k) “Work Product” means the tangible and intangible results of the delivery of goods and performance of services, whether finished or unfinished, including drafts.

B. Intellectual Property. Except to the extent specifically provided elsewhere in this PO, AHEC information, including without limitation pre-existing AHEC software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials; or Work Product prepared by Vendor in the performance of its obligations under this PO shall be the exclusive property of AHEC (collectively, “AHEC Materials”). Vendor shall deliver all AHEC Materials to AHEC upon completion or termination of this PO. AHEC’s exclusive rights in any Work Product prepared by Vendor shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Vendor shall not use, willingly allow, cause or permit any AHEC Materials to be used for any purpose other than the performance of Vendor’s obligations hereunder without the prior written consent of AHEC. AHEC shall maintain complete and accurate records relating to (a) its use of all Vendor and third party software licenses and rights to use any Vendor or third party software granted under this PO and its attachments to which AHEC is a party and (b) all amounts payable to Vendor pursuant to this PO and its attachments and AHEC’s obligations under this PO or to any amounts payable to Vendor in relation to this PO, which records shall contain sufficient information to permit Vendor to confirm AHEC’s compliance with the use restrictions and payment obligations under this PO or to any third-party use restrictions to which AHEC is a party. Vendor retains the exclusive rights, title and ownership to any and all pre-existing materials owned by or licensed to Vendor including, but not limited to all pre-existing software, licensed products, associated source code, machine code, text images, audio, video, and third-party materials, delivered by Vendor under this PO, whether incorporated in a deliverable or necessary to use a deliverable (collectively, “Vendor Property”). Vendor Property shall be licensed to AHEC as set forth in an AHEC-approved license agreement: (c) entered into as exhibits or attachments to this PO, (d) obtained by AHEC from the applicable third-party Vendor, or (e) in the case of open source software, the license terms set forth in the applicable open source license agreement. Notwithstanding anything to the contrary herein, AHEC shall not be subject to any provision incorporated in any exhibit or attachment attached hereto, any provision incorporated in any terms and conditions appearing on any website, any provision incorporated into any click through or online agreements, or any provision incorporated into any other document or agreement between the parties that (i) requires the AHEC to indemnify Vendor or any other party, (ii) is in violation of State laws, regulations, rules, fiscal rules, policies, or other AHEC requirements as deemed solely by AHEC, or (iii) is contrary to this PO.

C. License or Use Audit Rights. If this PO includes any license or other right to use…