DQ AAAA 2026-0419 Onyx System Replacement.pdf

Documented Quote

DQ AAGA 2026*0419

Onyx System Replacement

Version 42225

TABLE OF CONTENTS

TABLE OF CONTENTS 1

1. SOLICITATION INFORMATION 3

A. Introduction 3

B. Background, Overview and Goals 3

C. Anticipated Term 3

D. Schedule of Activities 3

E. Procurement Point of Contact 3

F. Respondent Inquiries 4

2. REQUIREMENTS 4

A. Accessibility Requirements 4

B. Insurance Requirements 4

C. Mandatory/Minimum Requirements 5

3. SCOPE OF WORK/SPECIFICATIONS 5

4. QUOTE SUBMISSION INFORMATION 5

A. Email Quote Submission Instructions 5

B. Timeliness of Quote Submission 5

C. Quote Format and Content 5

D. Pricing 5

5. AWARD 6

A. Basis for Award (See Procurement Rule R-24-103-204-01) 6

B. Negotiations 6

C. Single Quote 6

D. Notice of Award 6

E. Documents After Award 6

6. GENERAL ADMINISTRATIVE INFORMATION 7

A. Colorado Vendor Self Service 7

B. Modifications and/or Supplemental Information to the Solicitation 7

C. Solicitation Cancellation and/or Rejection of Quotes 7

D. Modifications or Withdrawal of Quotes 8

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E. Mistake and Minor Informalities in Respondent Quotes 8

F. News Releases and Announcements 8

G. Not a Legally Binding Offer 8

H. Respondent Quote Content 8

I. Quote Response Material Ownership 9

J. Certification of Independent Price Determination 9

K. Submission of Confidential or Proprietary Information 9

L. Modifications to the State Contract 10

M. Ethics and Conflicts of Interest 11

N. Protested Solicitations and Awards 11

O. Performance Outside of Colorado 12

P. Service Disabled Veteran Owned Small Businesses (SDVOSB) (ref. §24-103-905, C.R.S., et seq 12

Q. Vendor Assistance 13

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1. SOLICITATION INFORMATION

A. Introduction

On behalf of the State of Colorado, the Department of Personnel and

Administration is issuing this Documented Quote for the replacement of its Onyx

System WorkStations.

B. Background, Overview and Goals

The Department of Personnel & Administration (DPA) provides centralized human resources, information, tools, resources and materials needed for the State of

Colorado government to function. DPA provides the infrastructure by which the rest of the State government operates. The programs and services provided by DPA are vitally important to the efficient and effective operation of State government.

For more information about DPA, visit www.Colorado.gov/DPA.

The Capitol Complex Facilities team is seeking a Respondent to provide a centralized life safety and fire alarm management system with support to large government facilities, campus environments, and transit hubs. The existing system is estimated to be 20 years old.

The goal is to find a solution with a workstation designed for rapid fire detection and status of smoke, duct, heat detectors, etc. Smoke or heat detectors that are damaged, inoperative, or failing communication due to exceed life expectancy, shall be replaced with the presented solution.

C. Anticipated Term

i. The anticipated term of the Purchase Order resulting from the award of this solicitation is estimated to be April 24th, 2026 to June 30th, 2026

ii. The State is not responsible for any goods delivered or services performed by the awarded Respondent without a State issued Purchase Order.

D. Schedule of Activities

i. This Schedule of Activities is for information and planning purposes only.

Schedules for Activities listed as “Estimated” may be subject to change

Documented Quote Page 3 of 46 http://www.colorado.gov/DPA depending on the needs of the State. All times are stated in Mountain Time

(MDT), as adjusted for daylight savings.

a. The date of publication for this solicitation on Colorado VSS is April 9th, 2026.

b. Written inquiries must be submitted to Kirby Zachmeyer (she/her), Purchasing & Contract Specialist - Contract Administrator III, kirby.zachmeyer@state.co.us, no later than 3:00 pm (MDT) on Monday

April 13th, 2026.

c. The estimated date for the State’s responses to vendors’ written inquiries to be published on Colorado VSS is April 14th, 2026.

d. All quotes must be submitted in the method described below no later than 4:00 pm (MDT) on Wednesday April 15th, 2026.

e. The estimated date for award selection and notification is Monday April

20th, 2026.

f. The desired Contract or Purchase Order start date is Friday April 24th, 2026.

E. Procurement Point of Contact

i. The State’s sole point of contact for this solicitation is Kirby Zachmeyer, Purchasing & Contract Specialist - Contract Administrator III, who may be reached via email at kirby.zachmeyer@state.co.us.

F. Respondent Inquiries

i. Respondents may submit written inquiries via email concerning this solicitation to obtain clarifications. The State, in its sole discretion, may or may not accept inquiries received after the date and time indicated on the

Schedule of Activities.

iii. Send all inquiries to the Procurement Point of Contact listed above, Kirby

Zachmeyer, kirby.zachmeyer@state.co.us. Inquiries should be clearly marked

Documented Quote Page 4 of 46 mailto:kirby.zachmeyer@state.co.us with the solicitation number and title. Where appropriate, inquiries should include references to any relevant Section and paragraph of the solicitation.

iv. Responses to Respondent inquiries will be published on Colorado VSS collectively, as an amendment to the solicitation. Respondents shall not rely on any verbal statements that alter any specification or other term or condition of the solicitation. Such changes are valid only if provided in writing by the Procurement Contact.

2. REQUIREMENTS

A. Accessibility Requirements

i. All work performed as a result of this solicitation must comply with all applicable provisions of §§24-85-101, C.R.S., et seq., and the Accessibility

Standards for Individuals with a Disability, as established by the Office Of

Information Technology pursuant to §24-85-103 (2.5), C.R.S. and 3) all State of Colorado technology standards related to technology accessibility and with

Level AA of the most current version of the Web Content Accessibility

Guidelines (WCAG), incorporated in the State of Colorado technology standards.

B. Insurance Requirements

The awarded Respondent will be required to submit a certificate(s) of insurance evidencing insurance coverage for the types and amounts of insurance as required by the Insurance provision in the Contract or Purchase Order Terms and Conditions, included in this solicitation Exhibit A, prior to execution of the Contract or

Purchase Order.

SCOPE OF WORK/SPECIFICATIONS

i. Respondent shall be responsible for replacing the ONYX Works Workstations.

This shall include updating software, CPUs, monitors, and all necessary equipment for a functional system at the below 4 locations:

a. State Capitol Building located at 200 E Colfax, RM 078, Denver, CO

80203.

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b. Legislative Services Building located at 200 E 14 th Ave., RM B112, Denver, CO 80203.

c. Pierce St. Building located at 1881 Pierce St, Lakewood, CO 80214

d. Human Services Building located at 1575 Sherman St, Denver, CO 80203

ii. Respondents shall be responsible for all permits, required licenses, software licenses (administrative functionalities) & passwords, obtaining approval, and sign-off by Authority Having Jurisdiction (AHJ).

iii. Respondents shall provide training, O & M Manuals, as-builts, warranties

(multi-year), and necessary licenses for the State.

iv. Respondent shall include, and is responsible for, any interfaces with the current buildings’ connections and capabilities for mapping fire alarm points associated with the locations below.

a. Bldg. 690, 690 Kipling St., Denver, CO 80215

b. Bldg. 700, 700 Kipling St., Denver, CO 80215

c. North Campus, 1001 E 62nd Ave., East, West, and North Buildings, Denver, CO 80216

d. Governor’s Mansion, 400 E 8th Ave., Denver, CO 80203

e. Grant St., 1570 Grant St., Denver, CO, 80203

f. Grand Junction SSB, 222 S 6th St., Grand Junction, CO 81501

g. Capitol Annex, 1375 Sherman St., Denver, CO 80203

h. Centennial, 1313 Sherman St., Denver, CO 80203

i. State Services Building, 1525 Sherman St., Denver, CO 80203

3. QUOTE SUBMISSION INFORMATION

A. Email Quote Submission Instructions

i. Respondents shall submit Quotes via email to the Procurement Point of

Contact identified above. The Quote submission email should include the

Documented Quote Page 6 of 46 subject line “Quote submission from (Insert Respondent Name) for DQ AAGA

2026-0419 Onyx System Replacement.

v. Quotes should be included as one or more attachments of commonly accessible file types.

B. Timeliness of Quote Submission

A Quote received after the submission deadline may, at the sole discretion of the

State, be rejected without further consideration.

C. Quote Format and Content

i. Technical Proposal, including but not limited to:

a. A list of all hardware that will be provided.

b. The software that will be provided.

c. A detailed description of the training documents and services that will be provided.

d. Warranty information.

ii. Cost Proposal (Completed Exhibit B, Pricing Sheet)

iii. W-9

D. Pricing

i. Proposed pricing must remain firm during the initial term of the Purchase

Order.

ii. Pricing must include any fees associated with the delivery of goods or services, including, but not limited to, shipping and installation.

iii. Include a breakdown of all labor, personnel, equipment, and materials necessary for installation of the new system.

iv. Pricing for this project shall not exceed $250,000.00.

4. AWARD

A. Basis for Award (See Procurement Rule R-24-103-204-01)

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i. This solicitation and the resulting Purchase Order will be awarded to the responsible Respondent whose acceptable Quote is determined to be the most advantageous to the State, with price/cost being the primary consideration. Other considerations may include, but are not limited to, sample quality, and lead time for delivery.

vi. “Acceptable” means that the goods or services submitted in the Respondent’s

Quote will meet the state’s needs, and that the price is fair and reasonable.

The determination of whether a Respondent’s Quote is acceptable is solely within the State’s discretion.

B. Negotiations

The State may negotiate with any Respondent to clarify the Respondent’s Quote or to effect modifications that will make the Quote Acceptable or more advantageous to the State; however, any requirements identified in this solicitation may not be negotiated. Reference Procurement Rule R-24-103-204-01(d).

C. Single Quote

If only one Quote is received in response to this solicitation, an award may be made to the single Respondent if the procurement official finds that the price submitted is fair and reasonable and that other prospective Respondents had reasonable opportunity to respond to the solicitation. If the price submitted is not fair and reasonable and there is not adequate time for re-solicitation, the procurement official may enter into competitive negotiations in accordance with

Procurement Rule R-24-103-208-02.

D. Notice of Award

A notice of the intent to award will be announced on Colorado VSS.

E. Documents After Award

Prior to Purchase Order execution, the awarded Respondent must provide the

State with proof of Good Standing with the Colorado Secretary of State and an insurance certificate documenting coverage as required by the Contract or

Purchase Order.

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5. GENERAL ADMINISTRATIVE INFORMATION

A. Colorado Vendor Self Service

i. This solicitation is being published on Colorado Vendor Self Service (Colorado

VSS), so that Offerors who have an interest may submit a proposal in accordance with the terms of this solicitation.

a. Vendors can self-register for this system free of charge, or may click on

“Public Access” on the website to view solicitation documents and modifications without registering. Vendors are encouraged but not required to register prior to or at the time they submit their response.

The State also recommends that interested vendors check Colorado VSS on a regular basis throughout this solicitation process.

B. Modifications and/or Supplemental Information to the Solicitation

i. Any modifications, amendments or supplemental information to the solicitation will be published on Colorado VSS. A modification notice will be published on Colorado VSS in the event that it becomes necessary to revise any part of this solicitation.

vii. It is the Respondent’s sole responsibility to check Colorado VSS on a regular basis, prior to the Quote submission deadline, as this is the primary means for communicating any clarifications or changes to solicitation content, timeline and/or requirements.

C. Solicitation Cancellation and/or Rejection of Quotes

i. In accordance with §24-103-301, C.R.S., and the related Procurement Rules, the State may cancel this solicitation, or any and all Quotes may be rejected in whole or in part, without penalty, at any time before a Contract or purchase order is executed, when it is in the best interest of the State. The reason and documentation supporting the decision to cancel the solicitation or reject Quote(s) shall remain confidential for the lesser of six months or until a Contract or purchase order is awarded by the State. Reference

Procurement Rule R-24-101-401-05.

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viii. If the solicitation is canceled after Quotes are received, the Quotes that have been opened shall be retained in the procurement record, or if unopened, they will be disposed of, or returned to the Respondent upon request at the

Respondents’ expense.

D. Modifications or Withdrawal of Quotes

A Respondent may modify or withdraw its Quote by written notice to the

Procurement Contact prior to the established Quote submission deadline.

Withdrawal of a Respondent’s Quote following the Quote submission deadline and prior to award, may be allowed, at the State’s discretion. Withdrawal of a

Respondent’s Quote after award is not allowed. Reference Procurement Rules

R-24-103-201-08 and R-24-103-201-09.

E. Mistake and Minor Informalities in Respondent Quotes

In certain circumstances, a Respondent may correct a mistake(s) in its Quote and/or the State may waive minor informalities. Reference Procurement Rule

R-24-103-201-08.

F. News Releases and Announcements

Respondents shall not issue any news releases, communications or announcements of any kind pertaining to this solicitation, without prior written approval by the

State.

G. Not a Legally Binding Offer

Neither this solicitation nor a Respondent’s Quote submitted in response to this solicitation constitute a legally binding offer. Reference Procurement Rule R-

24-103-204-01(b).

H. Respondent Quote Content

The contents of the Quote of the awarded Respondent and any modifications to the Quote negotiated by the State included in the resulting Purchase Order will become contractual obligations. Failure of the awarded Respondent to accept these obligations may result in cancellation of the award to that Respondent.

I. Quote Response Material Ownership

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All material submitted in response to this solicitation becomes property of the

State.

J. Certification of Independent Price Determination

By submitting a Quote, the Respondent certifies that the prices and other terms in the Quote have been arrived at independently without any consultation, communication, agreement with, or knowledge of the contents of the Quote by any other competing Respondent. For purposes of this paragraph, "consultation, communication, agreement with, or knowledge" does not include knowledge of prices or terms gained through availability of established price lists or catalogues made available to the public by the competing Respondents. No attempt has been made or will be made by the Respondent to induce any other person or firm to submit or not to submit a Quote for restricting competition. Reference §6-4-101, C.R.S., et seq., (Colorado Antitrust Act of 1992) as amended.

K. Submission of Confidential or Proprietary Information

i. The State of Colorado is subject to the requirements of §24-72-200.1, C.R.S., et seq., Colorado Open Records Act.

ix. A Respondent may submit, as a part of its Quote, a written request for classification of certain portions of the Quote as a trade secret or other confidential or proprietary information. Material for which the Respondent is requesting confidentiality shall be readily identifiable and separated from other portions of the Quote to facilitate public inspection of the non-confidential portion of the Quote. Commingling of confidential and non-confidential information is not acceptable. Neither price information nor any information that will be included in a resulting Contract or purchase order will be considered confidential.

x. The Respondent must include the rationale for any request to classify portions as a trade secret or confidential or proprietary, including references to the authority that allows for such treatment.

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xi. A complete redacted Quote response should also be included along with an unredacted Quote and confidentiality justification.

xii. In no event shall an entire Quote be classified as confidential. The

Procurement Official or his or her designee shall determine if the information identified in the Respondent’s request is exempt from disclosure in accordance with §24-72-204, C.R.S., and shall inform the Respondent in writing of his or her determination. If the Respondent does not agree with the determination, the Respondent may protest the determination in accordance with article 109 of the Colorado Procurement Code and the terms of this solicitation. Reference Procurement Rule R-24-101-401-03.

xiii. Any additional Respondent information, which may be part of the evaluation/negotiation process and for which a Respondent claims confidentiality, is subject to the same requirements and processes identified above.

L. Modifications to the State Contract

i. A draft of the State Purchase Order terms and conditions is included in

Exhibit A to this solicitation.

xiv. Respondents are instructed to review the attached terms and conditions and submit any proposed modifications or redlines with their Quote. The decision to reject, accept, or further negotiate any requested changes will be at

State’s discretion. If a Respondent normally seeks counsel on purchase order terms, they are advised to do so before submitting a Quote in response to this solicitation.

xv. In the event that a Respondent’s requested modifications violate State law, regulation, or policy, or would otherwise not be justifiable as being in the best interest of the State, the State may make a determination that a

Respondent’s Quote is no longer acceptable and therefore ineligible for award. The section of the Contract identified as the Colorado Special

Provisions are considered non-negotiable.

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M. Ethics and Conflicts of Interest

i. The Respondent must disclose in its Quote any potential or actual conflict of interest in connection with a response to this solicitation. A conflict of interest may include, but is not limited to, access to any non-public information by the Respondent regarding the solicitation or its subject matter.

xvi. The Respondent acknowledges that even the appearance of a conflict of interest may be harmful to the State’s interests. The Respondent shall disclose in its Quote whether there currently is, or potentially could be, the appearance of a conflict of interest regarding this solicitation, its staff, any proposed subcontractors or partners, or any related business with the State.

xvii.Requirements set forth in this Section are continuing requirements throughout the solicitation process and, for the awarded Respondent, the Contract or

Purchase Order term, including any extensions. Reference §24-18-201, C.R.S., et seq. (Proscribed Acts Related to Contracts and Claims); §24-50-507, C.R.S.(Conflict of Interest); §18-8-301, C.R.S., et seq. (Bribery and Corrupt

Influence); §18-8-401, C.R.S., et seq. (Abuse of Public Office); §6-4-101, C.R.S., et seq., (Colorado Antitrust Act of 1992); §24-109-105, C.R.S

.(Debarment and Suspension); and Procurement Rule R-24-101-107-01

(Ethics).

N. Protested Solicitations and Awards

An aggrieved party may file a protest concerning a Material Issue(s), at any phase of solicitation, including but not limited to, specifications, award or a disclosure of information marked confidential in the Quote. “Material issue” means a nontrivial defect in the solicitation or award that would prejudice the outcome of the procurement. The presence of multiple nonmaterial issues in a solicitation or award does not constitute a material issue unless the aggrieved party can establish that those nonmaterial issues together would prejudice the outcome of the procurement.” The protest shall be submitted to the Department of Personnel and

Administration Procurement Official within three (3) business days after such

Documented Quote Page 13 of 46 aggrieved person knows, or should have known, of the facts giving rise thereto.

Reference §24-109-102, C.R.S., as amended, and Procurement Rule

R-24-109-102-01, et seq. Protests should be submitted via email to Sarah Stoner, Procurement Director, sarah.stoner@state.co.us.

O. Performance Outside of Colorado

Awarded Respondent, per Section 24-102-206, C.R.S., prior to contracting shall disclose in a written statement whether it anticipates performing or subcontracting any services under the contract, where such subcontracted services will be performed under the contract, including any subcontracts, and whether any subcontracted services under the contract or any subcontracts are anticipated to be performed outside 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 written statement 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.

P. Service Disabled Veteran Owned Small Businesses (SDVOSB) (ref. §24-103-905, C.R.S., et seq

i. SDVOSB Respondents must submit documentation of certification issued through the U.S. Small Business Administration in their Quote. §24-103-905

C.R.S. sets a SDVOSB goal of at least 3% of all contracts by dollar value be awarded to SDVOSBs who must be incorporated or organized in Colorado or they must maintain a place of business or have an office in Colorado and must be officially registered and verified as a SDVOSB by the United States Small

Business Administration.

Q. Vendor Assistance

Any vendors needing support responding to solicitations may contact the Colorado

Supplier Diversity Navigator at the Statewide Equity Office of Supplier Diversity.

Services provided include assistance with responding to solicitations, interpretation of solicitation documents, technical assistance referrals, availability of resources, construction bond assistance through the Construction Statewide

Documented Quote Page 14 of 46 mailto:sarah.stoner@state.co.us https://urldefense.proofpoint.com/v2/url?u=https-3A__dhr.colorado.gov_statewide-2Dequity-2Doffice_supplier-2Ddiversity&d=DwMFaQ&c=sdnEM9SRGFuMt5z5w3AhsPNahmNicq64TgF1JwNR0cs&r=2K9kkYDPzg9W7wrnb9URPPzWuzXzmzc6oQUqmP_d9mA&m=UsSCoCc_Nnj_It7iTj2w9Xh-U0kW8zKwh7sIdTrgvW_OXQDDQG8CMBmOZsCmKo6l&s=AHk9LQL8xQKwtYW6AlMhIpKhc64M4gHnBm1wvGiKqhU&e= https://urldefense.proofpoint.com/v2/url?u=https-3A__dhr.colorado.gov_supplier-2Ddiversity_construction-2Dand-2Dbond-2Dassistance&d=DwMFaQ&c=sdnEM9SRGFuMt5z5w3AhsPNahmNicq64TgF1JwNR0cs&r=2K9kkYDPzg9W7wrnb9URPPzWuzXzmzc6oQUqmP_d9mA&m=UsSCoCc_Nnj_It7iTj2w9Xh-U0kW8zKwh7sIdTrgvW_OXQDDQG8CMBmOZsCmKo6l&s=zAjgTZu5BkDViYCi42ZSaaEFbnZ4EzaMtQulSrBPsw8&e=

Bond Assistance Program, and free business directory listings and verifications through the Colorado Supplier Diversity Directory. The office can be reached during normal business hours by calling 303-866-5765 or emailing DPA_SupplierDiversityHelp@state.co.us.

Documented Quote Page 15 of 46 https://urldefense.proofpoint.com/v2/url?u=https-3A__dhr.colorado.gov_supplier-2Ddiversity_construction-2Dand-2Dbond-2Dassistance&d=DwMFaQ&c=sdnEM9SRGFuMt5z5w3AhsPNahmNicq64TgF1JwNR0cs&r=2K9kkYDPzg9W7wrnb9URPPzWuzXzmzc6oQUqmP_d9mA&m=UsSCoCc_Nnj_It7iTj2w9Xh-U0kW8zKwh7sIdTrgvW_OXQDDQG8CMBmOZsCmKo6l&s=zAjgTZu5BkDViYCi42ZSaaEFbnZ4EzaMtQulSrBPsw8&e= https://urldefense.proofpoint.com/v2/url?u=https-3A__dhr.colorado.gov_supplier-2Ddiversity_colorado-2Dsupplier-2Ddiversity-2Ddirectory&d=DwMFaQ&c=sdnEM9SRGFuMt5z5w3AhsPNahmNicq64TgF1JwNR0cs&r=2K9kkYDPzg9W7wrnb9URPPzWuzXzmzc6oQUqmP_d9mA&m=lJCgtcQ4bpjUYTb-DL2vTiTtjs5tP9GdjxCxohJukG4cRYarpnnyVjmEkozBFRPl&s=nq-3ZxXvzK0CyjE_Sukw4DfkzHfxneqrfzbnzxsO-hw&e= mailto:DPA_SupplierDiversityHelp@state.co.us

Exhibit A – Purchase Order Terms and Conditions

A. Purchase Order Terms and Conditions

A. Section 1: Offer/Acceptance.

This Purchase Order, together with these terms and conditions (including, if applicable, Addendum 1: Additional Terms and Conditions for Information

Technology, and Addendum 2: Additional Terms and Conditions for Federal

Provisions, 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 the State 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. The State shall not be responsible or liable for goods or services delivered or performed prior to issuance of this PO.

B. Section 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. If applicable, Addendum 2: Additional Terms and Conditions for Federal Provisions, below;

B. the Purchase Order document;

C. these Terms and Conditions (including, if applicable, Addendum 1: Additional Terms and Conditions for Information Technology below); and

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D. any attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference.

E. Any terms and conditions included on Vendor’s forms or invoices not included in this

PO are void.

Any terms and conditions included on Vendor's forms or invoices not included in this PO are void.

C. Section 3: Safety Information.

All chemicals, equipment, and materials proposed 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.

D.

Section 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 the State 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 the State only after expiration of this PO, then the State, 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 the State 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 the State shall have no liability for any such goods.

E.

Section 5: Delivery.

Unless otherwise specified in this PO, delivery shall be FOB destination, freight

Documented Quote Page 17 of 46 prepaid and allowed. The State is relying on the promised delivery date and any installation or service performance set forth in this PO as material and basic to the

State’s acceptance. If Vendor fails to deliver or perform as and when promised, the State, 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.

F.

Section 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 the State to Vendor or delivered by Vendor to the State in performance of its obligations under this PO shall be the exclusive property of the State. Vendor shall return or deliver all Materials to the State upon completion or termination of this PO.

G.

Section 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 the State of such action and deliver copies of such pleading or document to the

State. Vendor shall disclose, in a timely manner, in writing to the State all violations of federal or state criminal law involving fraud, bribery, or gratuity violations potentially affecting this PO. The State may impose any remedies available, which may include, without limitation, suspension or debarment.

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H.

Section 8: Conflicts of Interest.

Vendor acknowledges that with respect to this PO, even the appearance of a conflict of interest is harmful to the State’s interests. Absent the State’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 the State hereunder. If a conflict or appearance of a conflict of interest exists, or if Vendor is uncertain as to such, Vendor shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction with respect to the actual or apparent conflict constitutes a breach of this PO. Vendor acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S.

Vendor further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S. with regard to this PO.

I.

Section 9: Warranties.

All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Title 4

(“UCC”), relating to implied or express warranties for goods are incorporated herein, in addition to any warranties contained in this PO.

J. Section 10: Inspection and Acceptance.

The State’s final acceptance of goods or services is contingent upon completion of all applicable inspection procedures. All goods delivered shall be newly manufactured and the current model, unless otherwise specified. The State shall have the right to inspect goods or services provided under this PO at all reasonable times and places. The State 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 this PO, Documented Quote Page 19 of 46 the State, at its sole discretion, may require Vendor to either:

A. replace the goods specified by the State or

B. perform the services again, without additional payment from the State.

When defects in the quality or quantity of goods or services cannot be corrected by replacement or re-performance, the State may:

A. require Vendor to take necessary action to ensure that future performance conforms to this PO and

B. 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.

K. Section 11: Taxes.

The State is exempt from federal excise taxes and from State and local sales and use taxes.

L. Section 12: Payment.

The State shall not pay Vendor any amount for performance under this PO in excess of the Document Total set forth on the Purchase Order document. The State shall pay Vendor for all amounts due within 45 days after the State’s receipt of goods or services and acceptance of a correct invoice of amount due. Amounts not paid by the State within 45 days of the State’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 the State’s obligation to pay all or a portion of the amount due. Vendor shall invoice the State separately for interest on delinquent amounts due, referencing the delinquent payment, number of day’s interest to be paid, and

Documented Quote Page 20 of 46 applicable interest rate. The State 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 the State, and if the State makes payment on the invoice within the time frame for the discount, Vendor shall either:

A. accept the payment amount less the appropriate discount or

B. refund the discount back to the State.

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.

M.Section 13: Assignment.

Vendor’s rights and obligations under this PO shall not be transferred or assigned without the prior, written consent of the State and 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 the State shall be subject to the same terms and conditions as those set forth in this PO.

N. Section 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 the State. Vendor shall submit to the State a copy of each such subcontract upon request by the State. 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.

Documented Quote Page 21 of 46

O. Section 15: Severability.

The invalidity or unenforceability of any provision of this PO shall not affect the validity 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.

P. Section 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.

Q. Section 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.

R. Section 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.

S. Section 19: Indemnification. [Not Applicable to Inter-governmental POs]

Vendor shall indemnify, save, and hold harmless the State, its employees, agents

Documented Quote Page 22 of 46 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.

T. Section 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 a formal modification to this PO.

U. Section 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:

V. 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;

W. 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

Documented Quote Page 23 of 46

X. 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.

Y. 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 the State, 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. The

State shall be named as additional insured on all commercial general liability policies required of Vendor. All insurance policies secured or maintained by Vendor in relation to this Purchase Order shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Vendor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.

Z. Section 22: Termination Prior to Vendor Acceptance.

If Vendor has not begun performance under this PO, the State may cancel this PO by providing written notice to the Vendor.

AA. Section 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, the State 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

Documented Quote Page 24 of 46 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 the State in procuring similar goods or services and the State may withhold such amounts as the State deems necessary.

C. If after rejection, revocation, or other termination of Vendor’s right to proceed under the UCC or this clause, the State determines for any reason that Vendor was not in default or the delay was excusable, the rights and obligations of the State and Vendor shall be the same as if the notice of termination had been issued pursuant to termination under §24.

BB. Section 24: Termination in Public Interest.

The State is entering into this PO for the purpose of carrying out the public interest of the State, as determined by its Governor, General Assembly, or Courts.

If this PO ceases to further the public interest of the State as determined by its

Governor, General Assembly, or Courts, the State, 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 the State’s obligations hereunder. This section shall not apply to a termination for cause, which shall be governed by §23. A determination that this

PO should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. The State shall give written notice of termination to Vendor specifying the part of this 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, the State shall pay:

B. reasonable settlement expenses, C. this PO price or rate for supplies and services delivered and accepted, D. reasonable costs of performance on unaccepted supplies and services, and

E. a reasonable profit for the unaccepted work.

Documented Quote Page 25 of 46

For existing goods, the State shall pay:

A. reasonable settlement expenses, B. the PO price for goods delivered and accepted, C. reasonable costs incurred in preparation for delivery of the undelivered goods, and

D. a reasonable profit for the preparatory work.

The State’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 the State.

CC. Section 25: Funds Availability.

Financial obligations of the State payable after the State’s 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. The State 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.

DD. Section 26: Governmental Immunity.

Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the

Colorado Governmental Immunity Act, CRS §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, CRS §§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

Documented Quote Page 26 of 46 statutes.

EE. Section 27: Independent Contractor.

Vendor shall perform its duties under this PO 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 the State. Vendor shall not have authorization, express or implied, to bind the State 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 the State and the State 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 taxes, 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 the State, and

C. be solely responsible for its acts and those of its employees and agents.

FF.Section 28: Compliance with Law.

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

GG. Section 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

Documented Quote Page 27 of 46 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 in CRS §24-109-106, prior to commencing any judicial action against the State.

HH. Section 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 the State to indemnify or hold Vendor harmless; requires the State 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.

II. Section 31: Vendor Offset and Erroneous Payments. [Not Applicable to

Inter-governmental POs or to POs issued solely for goods]

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 child support 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;

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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.

The State may also recover, at the State's discretion, payments made to Vendor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpected 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 the State and Vendor, or by any other appropriate method for collecting debts owed to the State.

F. ADDENDUM 1:

Additional Terms & Conditions for Information Technology

IF ANY PART OF THE SUBJECT MATTER OF THIS PO IS INFORMATION

TECHNOLOGY, AS DEFINED INCRS § 24-37.5-102 (2), THE FOLLOWING

PROVISIONS ALSO APPLY TO THIS PO.

JJ.Section 1: Definitions.

The following terms shall be construed and interpreted as follows:

A. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State 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

Documented Quote Page 29 of 46 imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or…