DQ- 2016000085-7.27.15.pdf

DOCUMENTED QUOTE

Date: 7/27/2015 Quote Number: 2016000085 Return all Quotes to:

Morgan Community College Director of Purchasing

920 Barlow Road Fort Morgan, Colorado 80701 Fax Number: 970.542.3115

Purchasing Agent:

Julie Beydler

970.542.3126 Julie.beydler@morgancc.edu

Quote Due Date: 8/4/2015

Quote Due Time: 10:00am MST

LATE BIDS WILL NOT BE ACCEPTED

Quotes properly marked with Documented Quote No. in the subject line will be accepted via e-mail (preferred) to julie.beydler@morgancc.edu or delivery to the Purchasing Department, Aspen Hall

Room 225 prior to the opening date and hour.

MORGAN COMMUNITY COLLEGE (MCC) IS ACCEPTING BIDS FOR THE PURCHASE OF SERVICES

RELATED TO A WEB-BASED SOLUTION TO REPLACE OUR CURRENT ONLINE CATALOG AND PRINT

PUBLISHING SOLUTION.

I. General Information

1. All questions regarding this bid must be directed to the MCC Purchasing Agent identified above.

2. Financial obligations of the State, payable after the current fiscal year, are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available.

3. Bid/quotes must be in accordance with specifications set forth by the State of Colorado Terms and

Conditions attached.

4. All quotes shall be exclusive of any Federal or State taxes from which the College is exempt. Tax exemption certificates will be issued upon request.

5. An evaluation will be made by the purchasing agent and/or other such evaluators as may be appointed by the purchasing agent to judge the acceptability of quotations received. The relative value of competing responses will be compared. The choice of vendor/contractor will be based on which quote will be most advantageous to the State of Colorado, price and other factors considered. All bids will receive fair and equal treatment. Award will be to one vendor.

The purchasing agent may negotiate with any vendor/contractor to clarify its quote or to effect modifications that will: make the quote more acceptable or make the quote more advantageous to the state.

However, in the negotiation process, the terms of one vendor’s/contractor’s quote shall not be revealed to a competing vendor/contractor, and quotes may be kept confidential until a commitment voucher is issued.

6. Due to the nature of this procurement, order(s) shall be placed through the issuance of a Purchase Order. No formal contracts will be utilized and no alternate Terms and Conditions accepted. See Terms & Conditions.

mailto:Julie.beydler@morgancc.edu mailto:julie.beydler@morgancc.edu

7. This solicitation is published using the Colorado Vendor Self Service System (VSS). Vendors must be registered on ColoradoVSS in order to download solicitation documents & information and to be considered responsive at the time of submission of the response. VSS and its registration information may be linked through the State Purchasing Office link at www.colorado.gov/vss . All respondents will be responsible to check the ColoradoVSS system for awarding of quote. No other notifications will be given.

8. Quotes must be in accordance with specifications set forth and subject to conditions herein and/or attached.

All respondents are responsible for checking the VSS system for award; no other notification will be provided.

9. MCC is required to have a W-9 on file for every company it does business with. Complete the W-9 located at Attachment A.

10. MWBE - It is the State’s goal to achieve maximum participation of minorities and women owned businesses in the procurement process. Accordingly, minority and women owned business enterprises are to be utilized whenever possible.

11. SDVOSB - In accordance with House Bill 14-224, CCCS reports on contracts with Service Disabled Veteran Owned Small Businesses (SDVOSB). Bidders who qualify as SDVOSB are requested to submit proof of certification with their response.

12. Low tie bids shall be decided in accordance with the provision in C.R.S. section 24-103-202.5, as it currently exists or is hereafter amended, which gives a preference to resident bidders. Any bidder who wishes to be considered a "resident bidder" for purposes of the tie bid procedure provided in C.R.S. section 24-103-202.5 shall include with their bid proof that they meet the definition of resident bidder as set forth in either C.R.S.

24-103-101(6A) or C.R.S. section 24-103-101(6B)

II. General Conditions:

1. All bids must be submitted on the quote form provided; no substitute forms will be accepted. Quote form must be signed by an individual with express authority to bind company. Quotes shall include all materials, labor, permits, and all other necessary fees. MCC reserves the right to purchase additional goods and services at the same bid prices or lower within a reasonable period of time.

2. Multiple bids will not be accepted. Each vendor is to submit one best offer bid.

3. It is understood and agreed that the delivery date and/or date of installation after receipt of a purchase order is the seller’s best offer. In its acceptance of any quote, MCC is relying on the promised delivery date and/or installation as material and basic to its acceptance, unless otherwise indicated. In the event of seller’s failure to deliver as and when promised, MCC reserves the right to cancel its acceptance order, or any part thereof, and seller agrees that MCC may return all or part of any shipment made and may charge seller with any loss or expense sustained as a result of such failure to deliver as promised, not as a penalty but as liquidated damages.

4. In accordance with Procurement Code, CRS 24-103-207.5 titled Purchasing Preference for Environmentally Preferable Products; bidders responding to this solicitation may seek to qualify for the preference and governmental bodies conducting this solicitation shall award a contract to a bidder who offers environmentally preferable products subject to the conditions in the Code and Procurement Rules.

5. All Certificates of Insurance, as stated in the State of Colorado Solicitation Instructions/Terms and Conditions, must be on file in the College's Purchasing Office.

6. A Contractor that operates as a sole proprietor hereby swears or affirms under penalty of perjury that the Contractor (i) is a citizen of the United States or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of CRS 24-76.5-101 et seq, and (iii) shall produce one of the forms of identification required by CRS 24-76.5-103 prior to the effective date of this Contract. Except where exempted by federal law and except as provided in CRS 24-76.5-103(3), a Contractor that receives federal or state funds under this contract must confirm that any individual natural person eighteen years of age or older is lawfully present in the United States pursuant to CRS 24-76.5-103(4) if such individual applies for public benefits provided under this contract. Attachment B

7. Unauthorized immigrants-public contracts for services CRS §8-17.5-101. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will http://www.colorado.gov/vss perform work under this contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to CRS §8- 17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not 8knowingly employ or contract with an illegal alien to perform work under this contract. Contractor (a) shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5- 102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this contract for breach and, if so terminated, Contractor shall be liable for damages. Attachment C

8. Contract performance outside of the United States or Colorado, 24-102-206. Prior to contracting or as a requirement for the solicitation of any contract from the State for services, as appropriate, any prospective vendor shall disclose in a statement of work where services will be performed under the contract, including subcontracts, and whether any services under the contract or subcontracts are anticipated to be performed outside of the United States or the State. If the prospective vendor anticipates services under the contract or any subcontracts will be performed outside the United States or the State, the vendor shall provide in its statement of work a provision setting forth why it is necessary or advantageous to go outside the United States or the State to perform the contract or any subcontracts. Attachment D

9. PERA. MCC is a Colorado PERA affiliated employer. Pursuant to Colorado SB06-235 and C.R.S. 24-51- 1101(2), MCC is requiring the vendor to complete the PERA form. Attachment E

DOCUMENTED QUTOE

Background: Morgan Community College is looking for a web-based solution to replace our current online catalog and print publishing solution for a one year term, with an option to renew for four additional years.

Scope of Work:

• Must be able to migrate data from current online catalog software to include college branding (logo), tables and other graphics. Work must be completed within 4-6 weeks.

• Must provide administrative controls that allow authorized staff access to software to edit and publish to catalog software based on content area and permission assigned. Revisions will automatically update table of contents, page number, and indexing.

• Must allow staff the ability to highlight, track, approve and deny changes based on hierarchal permissions granted.

• Must have the ability to create reports showing changes, by whom, and when the changes were made.

• Must provide training manuals and overview of product.

• Must provide ongoing technical support by phone, fax, email, go-to meetings, or other agreed to medium for college staff during normal business hours.

• Must provide a single-source publishing solution for print and web. Print solution will provide a formatted, print-ready document that does not require typesetting. Web solution will generate a dynamic online catalog that includes indexing, linking (to other catalog content and web pages), search functionality, table of contents and archiving. Web output should be ADA compliant and WCHE 2.0 level AA compliant.

• Must provide extract solution for all or a portion of catalog to Word and PDF for publishing.

• Must be able to share content to edit information in one place and update across all publications

(handbooks).

• Must have the ability to report on publication usage.

Specifications (please initial next to each specification your product meets):

• Relational Database

• Ability to edit once and update content throughout the whole database

• Completely web-based w/o using MCC servers

• 24/7 Availability, 365 days a year with 98% up-time

• Ability to integrate with Banner student database -Includes a rules-based workflow

• Provide administrative controls through staff access to edit and publish with automatic updates

• Ability to set unique permissions for individuals and/or group access

• Exact change tracking with reporting capability

• Print on demand function

• Ability to export pieces for additional publications

• Ability to import and export to/from Word and PDF

• Automatic indexing and creation of Table of Contents

• Advanced search on each page/full docs

• Publish to print function

• Publish to Internet function

• Allows continual editing of live document (after publishing) as updates are needed

• Ability for user to import tables and graphics

• Graphics and styles match institutional brand

• Ability for user to modify formatting (fonts, templates, spacing, alignments, etc…)

• Allow for user customization and graphic design

• History roll-back to previous version

• Automatic email notification for tracking changes/workflow

• Unlimited user license

• Links to pre-requisites and co-requisites from each course and course description

• Advanced search functionality

• ADA compliant and WCHE 2.0 level AA compliant

• Ability to link to other catalog content

Additional Information:

MCC must be able to test and validate all college catalog information in database before release. The solution must be built on a content management system that allows for seamless updates to documents and gives individuals access to edit their particular area (e.g. Business Division Chair is given access to update business classes). The solution must be user friendly and easy to navigate. Additional costs and charges for training, on-site support, licenses, yearly maintenance, or any other billable service should be clearly outlined.

Any questions should be submitted in writing to Julie Beydler at julie.beydler@morgancc.edu prior to 7/29/15 at 5:00 PM (MDT). Answers to all questions submitted prior to the deadline will be posted on ColoradoVSS by 7/30/15 at 5:00 PM.

Vendor Submission Requirements:

• Response cover sheet containing quote response sheet and certification of ability to complete project within six (6) weeks.

• A narrative submission addressing vendor’s ability to meet the Specifications and the Vendor Requirements. Please include your experience with conversion with old catalogs and documents.

• Acknowledgement of all specifications (by initials)

• A minimum of 3 references in higher education

MORGAN COMMUNITY COLLEGE

QUOTE RESPONSE SHEET

ONLINE CATALOG & PRINT PUBLISHING SOLUTION

2016000085, 8/4/2015, 10:00am MST

**THIS SHEET MUST BE RETURNED WITH YOUR QUOTED PRICES**

Quotes will be accepted via email @ julie.beydler@morgancc.edu (preferred) or delivery to the

Purchasing Department, Aspen Hall Room 225 prior to the opening date and hour.

Project will commence once a Purchase Order has been received by the vendor and will continue for one (1) year, with an option to renew for four (4) additional, one (1) year terms.

1) Proposed total cost of implementation services:$_______________________________

2) Proposed cost of maintenance for every additional years:$_______________________________

3) Additional costs and charges for training or any other billable services:$_______________________

By signature below, vendor certifies its ability to complete the project by: ______________________________

Acknowledgement of Specifications (please initial next to each specification your product meets):

____Relational Database ____Ability to edit once and update content throughout the whole database ____Completely web-based w/o using MCC servers ____24/7 Availability, 365 days a year with 98% up-time ____Ability to integrate with Banner student database -Includes a rules-based workflow ____Provide administrative controls through staff access to edit and publish with automatic updates.

____Ability to set unique permissions for individuals and/or group access.

____Exact change tracking with reporting capability ____Print on demand function ____Ability to export pieces for additional publications.

____Ability to import and export to/from Word and PDF ____Automatic indexing and creation of Table of Contents ____Advanced search on each page/full docs ____Publish to print function ____Publish to Internet function ____Allows continual editing of live document (after publishing) as updates are needed ____Ability for user to import tables and graphics ____Graphics and styles match institutional brand ____Ability for user to modify formatting (fonts, templates, spacing, alignments, etc…) ____Allow for user customization and graphic design ____History roll-back to previous version ____Automatic email notification for tracking changes/workflow ____Unlimited user license ____Links to pre-requisites and co-requisites from each course and course description ____Advanced search functionality ____ ADA compliant and WCHE 2.0 level AA compliant ____Ability to link to other catalog content

THE FOLLOWING MUST BE COMPLETED:

Vendor Assured Delivery Date Terms (Must be at least 30 days) Address Phone Fax E-mail Address

Signature/Date

Printed Name Of Signature

Using the Federal Government definition, does your firm qualify as:

a small business YES _____ NO_____ a minority business YES _____ NO_____ If YES, state ethnicity:

a woman owned business YES _____ NO_____ A Service Disabled Veteran Owned Small Business (SDVOSB)

YES _____ NO_____

A member of the State of Colorado VSS System

YES _____ NO_____

Federal Identification #

*Responsive bids must include Response Sheet, Narrative Submission, References, Key Personnel Bio, W-9, Unauthorized Immigrant Certification, PERA Retiree Questionnaire, SDVOSB Certification (if applicable).

Evaluation:

MCC will be the sole judge in determining the acceptability of an offer and in determining the most beneficial offer(s) for the State. Bid evaluation will consist primarily of determining vendor’s ability to meet the Specifications and the Vendor Requirements and comparing the Proposed Total Cost of Project for each submission. Evaluation terms may also take into account payment terms, projected delivery dates, reference checks, and any other pertinent factors.

Any questions should be submitted in writing to Julie Beydler at julie.beydler@morgancc.edu prior to 7/29/15 at 5:00 PM (MDT). Answers to all questions submitted prior to the deadline will be posted on ColoradoVSS by 7/30/15 at 5:00 PM.

Attachment A

Form W-9 Substitute Form

State of Colorado 8-2007

Request for Taxpayer Identification Number and Certification

Give form to the requester. Do not send to the IRS.

Pr in t o r T yp e

Se e

Sp ec ifi c

In str uc tio ns o n pa ge

Name

Business name, if different from above

Check appropriate box:

Individual/ Sole Proprietor Corporation Partnership Other

Exempt from backup withholding

Address (number, street, and apt. or suite no.) Requester:

City, state, and ZIP code.

List Account number(s) here (optional)

Phone Number:

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN) However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Social Security number

Note: If the account is in more than one name, see the chart on page 3 for guidelines on whose number to enter.

Employer identification number

Part II Certification

Minority and Women-owned Businesses (M/WBEs) Self Certification (Please check all boxes that apply)

In an effort to track levels of participation by women and minorities doing business with the State of Colorado, the following information is requested. Please indicate the appropriate category of ownership for your company. “Owned” in this context means a business that is at least 51 percent owned by an individual(s) who also control(s) and operate(s) it. “Control” in this context means exercising the power to make policy decisions. “Operate” means actively involved in the day-to-day management. If you business is jointly owned by both men and women or is a large publicly held corporation, please check the box labeled “Not Applicable.”

Gender Information:

□ Female-Owned □ Male-Owned □ Not Applicable

Owner Ethnicity Information

□ African American □ Asian/Pacific American □ White (non-Hispanic) □ Not Applicable

□ Hispanic American □ Native American □ Other: _____________________________

Small Business Information

Small Business (a business that is organized for profit, is independently owned and operated, and has 25 or fewer full time equivalent employees.)

□ Yes □ No

Sign Here

Signature of U.S. person ► Date ►

Attachment B

HOUSE BILL 1023 IDENTIFICATION REQUIREMENT

As required by C.R.S. 24-76.5-103

FOR SOLE PROPRIETOR’S ONLY (see paragraph II, 7)

Signature of Document Holder Date

Printed Name of Document Holder Social Security Number

Place Notary Stamp or Seal above

Signature of Authorized Notary Date

Printed Name of Authorized Notary (Faxed copies must be notarized in order to be considered acceptable)

PLEASE PLACE AN ENLARGED COPY OF ONE OF THE FOLLOWING IN THIS SPACE:

A valid state issued Driver’s License that is considered to be an official form of identification by the issuing state; or

A United States military card or a military dependents identification card; or

A United States Coast Guard Merchant Mariner Card; or

A Native American Tribal Document

Attachment C

STATE OF COLORADO

CERTIFICATION AND AFFIDAVIT

REGARDING ILLEGAL ALIENS

(Ref paragraph II, 9)

The Vendor, whose name and signature appear below, certifies and agrees as follows:

1. The Vendor shall comply with the provisions of CRS 8-17.5-101 et seq. The Vendor shall not knowingly employ or contract with an illegal alien to perform work for the State or enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien.

2. The Vendor represents, warrants, and agrees that it (i) has verified that it does not employ any illegal aliens, through participation in the Basic Pilot Employment Verification Program administered by the Social Security Administration and Department of Homeland Security, and (ii) otherwise shall comply with the requirements of CRS 8-17.5-102(2)(b).

3. The Vendor shall comply with all reasonable requests made in the course of an investigation under CRS 8- 17.5-102 by the Colorado Department of Labor and Employment. If the Vendor fails to comply with any requirement of this provision or CRS 8-17.5-101 et seq., the State may terminate work for breach and the Vendor shall be liable for actual and consequential damages to the State.

4. If the Vendor is a sole proprietor, the undersigned hereby swears or affirms under penalty of perjury under the laws of the State of Colorado that (check one):

___ I am a United States citizen, or

___ I am a Permanent Resident of the United States, or

___ I am lawfully present in the United States pursuant to Federal law.

I understand that this sworn statement is required by law because I am a sole proprietor entering into a contract to perform work for the State of Colorado. I understand that state law requires me to provide proof that I am lawfully present in the United States prior to starting work for the State. I further acknowledge that I will comply with the requirements of CRS 24-76.5-101 et seq. and will produce the required form of identification prior to starting work. I acknowledge that making a false, fictitious, or fraudulent statement or representation in this sworn affidavit is punishable under the criminal laws of Colorado as perjury in the second degree under CRS 18-8- 503 and it shall constitute a separate criminal offense each time a public benefit is fraudulently received.

CERTIFIED and AGREED to this ______ day of _________________, 20___.

VENDOR:

(Vendor Full Legal Name) FEIN or Social Security Number

Address:

BY: _______________________________________ __________________________

Signature of Authorized Representative Title

ATTACHMENT D

(For Use with Service Contracts)

VENDOR DISCLOSURE STATEMENT

Contract Performance Outside the United States or Colorado Colorado Revised Statute 24-102-206

To the extent the vendor has not disclosed the following information in the Statement of Work, this form shall be completed and returned to the contracting agency. This applies to all state contracts and solicitation for services executed after August 3, 2007.

Vendor Name: _____________________________________

Are any services under the contract or any subcontracts anticipated to be performed outside the United States or Colorado?

Yes ____ No ____

If “Yes”, please complete the following three questions:

1. Where will the services be performed under the contract, including any subcontracts? (List country(ies) and/or state(s).)

2. What is the total percentage of contract performance outside US or Colorado?

3. Explain why it is necessary or advantageous to go outside of the United States or the State of Colorado to perform the contract or any subcontracts.

Not required for contracts to which the State is a party under:

• Medicare

• The “Colorado Medical Assistance Act”, Articles 4 to 6 of Title 25.5 CRS

• The “Children/s Basic Health Plan Act”, Article 8 of Title 25.5, CRS

• The “Colorado Indigent Care Program”, Part I of Article 4 of Title 25.5, CRS

Attachment E

PERA RETIREE QUESTIONNAIRE FOR PERSONAL SERVICES CONTRACT

Morgan Community College (MCC) is required to pay an employer contribution to the Colorado Public Employees’ Retirement Association (PERA) based on the amount paid to any PERA retiree. Therefore, please assist MCC in identifying any PERA retirees associated with this contract by completing the following:

Is this business entity owned or operated by a PERA retiree or an affiliated party of the PERA retiree? _____YES _____NO

Are any individuals working with this contract PERA retirees?

_____YES _____NO

If you answered yes to either question above, please list the name, address, telephone number, and social security number of the PERA retiree and explain in what capacity the PERA retiree is involved with this contract.

Name: ________________________________________________________________

Address: ______________________________________________________________

Telephone # ___________________________________________________________

In what capacity is the PERA retiree involved with this contract?

Print Vendor Name: ___________________________________________________________________

Vendor Signature: _______________________________________ Date: _____________

Purchase Order Terms and Conditions

1. Offer/Acceptance. If this purchase order (“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 the “solicitation” identified in vendor’s bid or proposal. The solicitation includes an RFP, IFB, or any other form of order by buyer. 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 is issued by buyer accepting a counter-offer. This PO shall supersede and control over any vendor form(s) or part(s) thereof included in or attached to any bid, proposal, offer, acknowledgment, or otherwise, in the event of inconsistencies or contradictions, regardless of any statement to the contrary in such form(s) or parts thereof.

2. 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.

3. Changes. Vendor shall furnish products and/or services strictly in 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 purchasing agent and accepted by vendor.

Each shipment received or service performed shall comply with the terms of this PO, notwithstanding invoice terms or acts of vendor to the contrary, unless this PO has been modified, superseded or otherwise altered in accordance with this section.

4. Delivery. Unless otherwise specified in the solicitation or this PO, delivery shall be FOB destination. Buyer is relying on the promised delivery date, installation, and/or service performance set forth in vendor’s bid or proposal as material and basic to buyer’s acceptance. If vendor fails to deliver or perform as and when promised, buyer, 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.

5. Intellectual Property. Any software, research, reports, studies, data, photographs, negatives or other documents, drawings or materials (collectively “materials”) delivered by vendor in performance of its obligations under this PO shall be the exclusive property of buyer.

Ownership rights shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the materials. Vendor shall comply with all applicable Cyber Security Policies of the State of Colorado (the “State”), or buyer, as applicable, and all confidentiality and non-disclosure agreements, security controls, and reporting requirements.

6. Quality. Buyer shall be the sole judge in determining “equals” with regard to quality, price and performance. All products delivered shall be newly manufactured and the current model, unless otherwise specified.

7. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Title 4 (“CUCC”), relating to implied and/or express warranties are incorporated herein, in addition to any warranties contained in this PO or the specifications.

8. Inspection and Acceptance. Final acceptance is contingent upon completion of all applicable inspection procedures. If products or services fail to meet any inspection requirements, buyer may exercise all of its rights, including those provided in the CUCC. Buyer shall have the right to inspect services provided under this PO at all reasonable times and places. "Services" as used in this section includes services performed or tangible material produced or delivered in the performance of services. If any of the services do not conform to PO requirements, buyer may require vendor to perform the services again in conformity with PO requirements, without additional payment.

When defects in the quality or quantity of service cannot be corrected by re-performance, buyer may (a) require vendor to take necessary action to ensure that future performance conforms to PO requirements and (b) equitably reduce the payment due vendor to reflect the reduced value of the services performed. These remedies do not limit the remedies otherwise available in this PO, at law, or in equity.

9. Cash Discount. The cash discount period will start from the later of the date of receipt of acceptable invoice, or from date of receipt of acceptable products/services at the specified destination by an authorized buyer representative.

10. Taxes. Buyer and the State are exempt from all federal excise taxes under Chapter 32 of the Internal Revenue Code [No. 84- 730123K] and from all State and local government sales and use taxes [CRS, Title 39, Article 26, Parts I and II]. Such exemptions apply when materials are purchased for the benefit of State, except that in certain political subdivisions (e.g., City of Denver) vendor may be required to pay sales or use taxes even though the ultimate product or service is provided to buyer. Buyer shall not reimburse such sales or use taxes.

11. Payment. Buyer shall pay vendor for all amounts due within 45 days after receipt of products or services and a correct notice of amount due. Interest on the unpaid balance shall begin to accrue on the 46th 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 buyer’s obligation to pay all or a portion of the amount due. Vendor shall invoice buyer separately for interest on delinquent amounts due, referencing the delinquent payment, number of day’s interest to be paid, and applicable interest rate.

12. Vendor Offset. [Not Applicable to Inter-governmental POs] Under CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action.

13. Assignment and Successors. Vendor shall not assign rights or delegate duties under this PO, or subcontract any part of the performance required under this PO, without the express, written consent of buyer. This PO shall inure to the benefit of and be binding upon vendor and buyer and their respective successors and assigns. Assignment of accounts receivable may be made only upon written notice furnished to buyer.

14. Indemnification. If any article sold or delivered under this PO is covered by a patent, copyright, trademark, or application therefore, vendor shall indemnify and hold harmless buyer from any and all loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions or judgments arising out of manufacture, sale or use of such article in violation or infringement of rights under such patent, copyright, trademark or application. If this PO is for services, vendor shall indemnify, save, and hold harmless buyer, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related expenses, incurred as a result of any act or omission by vendor, or its employees, agents, subcontractors or assignees, arising out of or in connection with performance of services under this PO.

15. 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 buyer. Vendor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through buyer and buyer shall not pay for or otherwise provide such coverage for vendor or any of its agents or employees. Unemployment insurance benefits will be available to vendor and its employees and agents only if coverage is made available by vendor or a third party. Vendor shall pay when due all applicable employment, income, and local head taxes incurred pursuant to this PO. Vendor shall not have authorization, express or implied, to bind buyer to any agreement, liability or understanding, except as expressly set forth herein. 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 buyer, and (c) be solely responsible for its acts and those of its employees and agents.

16. Communication. All communication concerning administration of this PO, prepared by vendor for buyer’s use, shall be furnished solely to purchasing agent.

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

18. Insurance. Vendor shall obtain, and maintain, at all times during the term of this PO, insurance as specified in the solicitation, and provide proof of such coverage as requested by purchasing agent.

19. Termination Prior to Shipment. If vendor has not accepted this PO in writing, buyer may cancel this PO by written or oral notice to vendor prior to shipment of goods or commencement of services.

20. 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 herein, buyer may notify vendor in writing of non-performance and, if not corrected by vendor within the time specified in the notice, terminate vendor's right to proceed with the 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 and be liable for excess costs incurred by buyer in procuring similar goods or services elsewhere. Payment for completed services performed and accepted shall be at the price set forth in this PO. (b) Buyer may withhold amounts due to vendor as buyer deems necessary to reimburse buyer for excess costs incurred in curing, completing or procuring similar goods and services.(c) If after rejection, revocation, or other termination of vendor's right to proceed under the CUCC or this clause, buyer determines for any reason that vendor was not in default or the delay was excusable, the rights and obligations of buyer and vendor shall be the same as if the notice of termination had been issued pursuant to termination under §21.

21. Termination in Public Interest. Buyer is entering into this PO for the purpose of carrying out the public policy of the State, as determined by its Governor, General Assembly, and Courts. If this PO ceases to further the public policy of the State, buyer, 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 buyer’s obligations hereunder. This section shall not apply to a termination for vendor’s breach, which shall be governed by §20. Buyer 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, buyer 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) a reasonable profit for the unaccepted work.

For existing goods, buyer 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. Buyer’s termination liability under this section shall not exceed the total PO price plus a reasonable cost for settlement expenses. Vendor shall submit a termination proposal and reasonable supporting documentation, and cost and pricing data as required by CRS §24-106-101, upon request of buyer.

22. PO Approval. This PO shall not be valid unless it is executed by purchasing agent. Buyer shall not be responsible or liable for products or services delivered or performed prior to proper execution hereof.

23. Fund Availability. Financial obligations of buyer 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. Buyer 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.

24. Choice of Law. State laws, rules and regulations shall be applied in the interpretation, execution, and enforcement of this PO. The CUCC 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 such laws, rules, and regulations is null and void. 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. Unless otherwise specified in the solicitation or this PO, venue for any judicial or administrative action arising out of or in connection with this PO shall be in Denver, Colorado. Vendor shall exhaust administrative remedies in CRS §24-109-106, prior to commencing any judicial action against buyer.

25. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities, investment advisory services, fund management services, sponsored projects, intergovernmental POs, or information technology services or products and services] Vendor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this PO and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this PO, through participation in the E-Verify Program or the Department program established pursuant to CRS §8-17.5- 102(5)(c), Vendor shall not knowingly employ or contract with an illegal alien to perform work under this PO or enter into a contract or PO with a subcontractor that fails to certify to vendor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this PO. Vendor shall (a) not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants during performance of this PO, (b) notify subcontractor and buyer within three days if vendor has actual knowledge that subcontractor is employing or contracting with an illegal alien for work under this PO, (c) terminate the subcontract if subcontractor does not stop employing or contracting with the illegal alien within three days of receiving notice, and (d) comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If vendor participates in the Department program, vendor shall deliver to the buyer a written, notarized affirmation that vendor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If vendor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., buyer may terminate this PO for breach and, if so terminated, vendor shall be liable for damages.

26. Public Contracts with Natural Persons. Vendor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced a form of identification required by CRS §24-76.5-103 prior to the date vendor delivers goods or begins performing services under terms of the PO.

Effective Date 01/01/09