Issue Date: November 8, 2016

Quote Due Date/Time: November 14,November 17, 2016 at 5:00:PM, MST as adjusted for Daylight Savings

Direct Inquiries To: Linda Lewis Phone: 303-205-8403 Email: linda.w.lewis@state.co.us

Deadline for bidder inquiries: November 11, 2016 5:00 PMNovember

15, 2016 5:00 PM

Quote Submission: Colorado Department of Revenue Purchasing and Contract Services Attn: Linda Lewis Email: linda.w.lewis@state.co.us

Bidders: Check the Vendor Self Service System (VSS) at: https://codpa-vss.hostams.com/webapp/PRDVSS1X1/AltSelfService for any updates or modifications.

In the event that it becomes necessary to revise any part of this Documented Quote, a modification notice will be posted on VSS. It is very important that bidders check VSS on a regular basis, as this is the sole method for communicating any changes.

Modifications published on the VSS system take precedence over information in this Documented Quote.

Because of the limited competition expected from VSS vendors on this solicitation, the procuring agency intends to use both VSS and additional methods of vendor notification and may make the specifications available to non-registered vendors through additional means. However, quotes, bids, or offers submitted by non-registered VSS vendors will not be opened or considered (except as necessary to determine registration status) unless, after examination of quotes, bids, or offers submitted by VSS registered vendors, it is determined that there is not adequate competition among VSS registered vendors. If adequate competition (as defined in Colorado Procurement Rule R-24-103- 101-01) exists among registered vendors, quotes, bids, or offers from non-registered

Purchasing and Contract Services Division Documented Quote # DOR17003 V2 Vision Screening Equipment https://codpa-vss.hostams.com/webapp/PRDVSS1X1/AltSelfService https://codpa-vss.hostams.com/webapp/PRDVSS1X1/AltSelfService vendors will not be considered. A vendor is considered registered if its registration is received in VSS prior to the solicitation opening date and time.

While a minimum of 3 business days will be allowed for bidders to respond, the Department of Revenue (“Department” and/or “State”) may then, in its discretion, award upon a determination of adequate competition (minimum of 3 viable responses).

Email responses are preferred. Documented Quote Number must appear in subject line of email. Note that the Documented Quote Confirmation of Offer Page must be signed and scanned with your bid response.

There will be no scheduled public bid opening. Late responses and/or responses received following a determination of adequate competition may not be accepted by the Department. After bids have been evaluated a notice of the award will be posted on the VSS system.

A. Overview / Introduction

The State of Colorado, Department of Revenue (“Department” and/or “State”) is seeking bids for the purchase of Vision Screening Equipment for Colorado Driver License offices for issuance of Driver Licenses as required by Colorado Revised Statute 42-2-111(1)(a). Eyesight is tested for minimum standards established by the Department in coordination with the Colorado Optometric Association, and the American Optometric Association, and AAMVA.

B. Administrative Information

1. Term of Award The resulting award will be from date of issuance through June 30, 2018 with the option to renew for three (3) additional one-year periods at the sole discretion of the State.

The State is not responsible for any goods delivered or services performed by the vendor without a State issued purchase order or contract. The State reserves the right to add additional goods/services that would be a natural extension of this procurement.

2. Pricing Pricing will be firm for the initial term of the award. Price increases may, in the State’s discretion, be allowed per extension year not to exceed Three (3%) percent. If requesting a price increase, vendor must submit a written request for price increase, along with justification, to the above listed purchasing agent thirty

(30) calendar days prior to the current end date. In the event the prices have decreased, this decrease shall be immediately extended by the vendor to the State.

3. Evaluation and Award The State may determine whether or not a response meets the State’s needs and pricing is fair and reasonable. The State may negotiate with bidder(s) to make response(s) acceptable. The State reserves the right to negotiate with any bidder to clarify its quote or to effect modifications that will: make the quote acceptable or make the quote more advantageous to the State. The State shall not disclose competing vendor quote information.

Award will be to the bidder whose response is most advantageous to the State, price/cost being the primary consideration. Other considerations may include, but may not be limited to: experience/qualifications of vendors, past performance and delivery. The determination of whether the bid is acceptable and meets the minimum requirements of the Documented Quote is solely within the discretion of the Department. No formal evaluation system or methodology is required for any documented quote process.

The Department, in its sole discretion, reserves the right to request an interview/demonstration with any or all bidders prior to making an award.

The State will issue a purchase order or contract to the awarded vendor after award and on an as needed basis.

C. Description of Goods / Services

Background Information Currently, the Colorado Driver License Offices owns 115 Eye Test Machines statewide. These current machines are Stereo Optical Model Optec 1000DMV.

We anticipate replacing them on an ongoing as needed basis. We anticipate that we have an immediate need of between five (5) and ten (10) eye test machines in Fiscal Year 2017 (July 1, 2016 through June 30, 2017). Please note that no guarantees of quantities can be made because replacement schedule is subject to need and budget available.

Additionally, the purchase of Portable Eye Test Machines is anticipated for portable use on Uline Model H-4607BL mobile computer carts. The anticipated quantity of Portable Eye Test Machines needed is subject to change, but is in the range of three (3) to fifteen (15). There are currently 9 mobile carts in use at Colorado Driver License Offices.

Equipment Specifications All equipment must be new. Refurbished equipment will not be accepted.

The following brand names and model numbers have been specified to establish a minimum expected level of quality and performance and not to unnecessarily restrict competition. The Department will consider all comparable manufacturers.

It is important to note, that the equipment specifications below are an example of what The Department is currently using. We encourage and are open to other manufacturers as long as the end result of testing Driver License applicant vision is achieved.

SPECIFICATIONS FOR STEREO OPTEC 1000 DMV

(COLOR CORRECTED)

EXTERNAL DESIGN:

• Lightweight and transportable, less than 10 pounds.

• Dimensions: 17-1/2"-L x 9"-W x 10"-H (Closed),

• Headrest switch activates internal lighting when subject's head is in proper position.

• Remote control panel with push button switches

• Faceplate will accommodate contemporary eyeglass frames.

• Adjustable height.

• For use on table or counter top.

• Convenient built in handle.

INTERNAL DESIGN:

• Field personnel easily change bulbs through a hinged access door, no disassembly required.

• Bulb lifetime - 3000 hours.

• Heat resistant 20 gauge steel lamp cage assembly, to prevent melting of assembly.

• Color corrected illumination - 5,000K.

• No moving parts.

• Field personnel can make installation or replacement of testing slides quickly and easily.

• Testing slides are manufactured from high quality, photographic film. Sealed between two glass plates protecting them from moisture and dust.

• Testing slide resolution of a minimum 500 lines/mm.

• Photographically reproduced tests are transilluminated rather than using reflective light, eliminating any possible surface glare.

• Testing slides are easily cleaned with glass cleaner.

• Disposable headrest tissues for maximum hygienic conditions.

• Night Vision testing capabilities.

• Peripheral test capability - nasal and temporal at 55°, 70° and 85°.

• Instant random access to individual test targets.

• Can be up graded to include Contrast Sensitivity.

ELECTRICAL:

• 120 VAC or 220 VAC configuration.

If bidding an equal specification, the Vendor must provide brand name, model number, complete specification, product data sheets and warranty information with the submitted bid. Any bid response received that fails to include the required information may be determined to be non-responsive and subject to disqualification. The State reserves the right to determine whether a product qualifies as an equal specification.

Delivery Address All equipment will be shipped to the Colorado Driver License central warehouse at 1865 W. Mississippi Suite C, Denver, Colorado 80223

Training and Support Describe your training plan to train personnel on equipment as machines are ordered and shipped. Please detail any costs associated with training personnel on the equipment.

Lead Time Provide estimated lead times for equipment and equipment components.

Warranty Provide all warranty information, including initial warranty period, costs, and extended warranty. Describe any replacement/loaner equipment programs that may be available if machines are out of commission due to needed repairs.

Maintenance Describe preventive maintenance programs available and associated costs.

Describe estimated service response time and estimated turnaround time for repairs. Specify service department hours of operation.

Durability Record Please describe approximate length of product life of the Vision Screener and associated hand held operators assuming normal daily use.

D. Additional Terms and Conditions The bidder is voluntarily submitting this offer and acknowledges that it is consistent and in compliance with the State’s included specifications, Purchase Order Terms and Conditions attached to this Documented Quote, except as replaced, modified, or supplemented by the Department in this Documented Quote.

At a minimum, work delivered/performed must meet industry standards and best practices in all areas including documentation, performance, auditing, and security as related to area of responsibility. All work delivered/performed must meet State and Department standards.

The State may, in its sole discretion, require background checks of any or all of the Vendor’s employees or subcontractors who may have access to the State’s information and/or other confidential items. Background checks may include criminal reviews, as well as financial and credit reviews. These reviews may occur at any time during the term of the purchase order, including any extensions.

EQUIPMENT All equipment provided by the Vendor shall be new and shall comply with established State standards.

ON SITE IDENTIFICATION Vendor will be required to follow the State’s procedures to acquire a temporary visitor, or other building badge. This badge is to be worn while on State property to indicate the wearer is authorized to be in restricted areas of State buildings.

LICENSES/PERMITS Vendor certifies that, at the time of issuance of the purchase order or contract, it and its employees have in effect all necessary licenses, certifications, approvals, insurance, permits, etc, required to properly and legally perform the services covered by the purchase order or contract.

Vendor warrants that it will maintain all necessary licenses, certifications, approvals, insurance, permits, etc. required to properly and legally perform this work, without reimbursement by the State or other adjustment in contract price.

Additionally, all employees of vendor performing services under the purchase order or contract shall hold the required licenses or certification, if any, to perform their responsibilities. Vendor further certifies that, if it is a foreign corporation or other entity, it currently has obtained and shall maintain any applicable certificate of authority to do business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewable of necessary licenses, certifications, approvals, insurance, permits, etc. required for Vendor to properly perform the work, shall be grounds for termination of the purchase order or contract by the State for default.

CONFIDENTIALITY OF STATE RECORDS AND INFORMATION The Vendor shall provide and maintain a secure environment that ensures confidentiality of all State records and information wherever located. No State information of any kind shall be distributed or sold to any third party or used by the Vendor or its agents in any way, except as authorized by the purchase order or contract and as approved by the State. State information shall not be retained in any files or otherwise by the Vendor or its agents, except as set forth in the purchase order or contract and approved by the State. Disclosure of State records or information may be cause for legal action against the Vendor or its agents. Defense of any such action shall be the sole responsibility of the Vendor.

The Vendor acknowledges that it may come into contact with confidential information in connection with the resulting purchase order or contract or in connection with the performance of its obligations under this award, including but not limited to personal or State, information of individuals or incidents of a sensitive nature. It shall be the responsibility of the Vendor to keep all State records and information confidential at all times and to comply with all Colorado State and Federal laws, rules and regulations concerning the confidentiality of information. Any request or demand for information in the possession of the Vendor made by a third party who is not an authorized party to the purchase order or contract shall be immediately forwarded to the State.

The Vendor shall notify all of its agents, employees, subcontractors and assigns who will come into contact with State information that they are subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of the requirements before they are permitted to access information or data.

Unless otherwise expressly pre-approved in writing by the State, all employees, officers, staff, temporary employees and/or subcontractor(s) of the Vendor involved in the performance of any aspect of this work shall execute and be bound by a Statement of Confidentiality, in the form of Attachment C. The signed Statements of Confidentiality shall be provided by the Vendor to the State upon the State’s request.

CONFLICT OF INTEREST/GIFTS GRATUITIES During the term of this award, the Vendor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of the Vendor’s obligations under this award.

Additionally, the Vendor acknowledges that in governmental contracting, even the appearance of a conflict of interest is harmful to the interests of the State.

Therefore, the Vendor shall refrain from any practices, activities or relationships that could reasonably be considered to be in conflict with the full performance of Vendor’s obligations to the State in accordance with the terms and conditions of this award, without the prior written approval of the State.

In the event that the Vendor is uncertain whether the appearance of a conflict of interest may reasonably exist, the Vendor shall submit to the State a full disclosure statement setting forth the relevant details for the State’s consideration and direction. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the apparent conflict shall be grounds for termination of the award.

The Vendor shall not, by itself or through any officer, director, employee, agent, partner, subcontractor or other representative, offer, give, grant, or otherwise deliver any gift, gratuity, or anything of monetary or non-monetary value to any employee of the State or to any member of his/her immediate family or anyone living in his/her household. Failure by the Vendor to ensure compliance with this provision may result, in the State’s sole discretion, in immediate termination of the purchase order or contract.

PRESS CONTACTS/NEWS RELEASES The Vendor shall not initiate any press and/or media contact nor respond to press/media requests regarding this award and/or any related matters concerning the State without the prior written approval of the State.

KEY PERSONNEL The Vendor shall notify the State in writing of any key personnel changes as soon as the Vendor is aware of the changes. The State shall have the final approval of any personnel the vendor intends to perform services pursuant to the award. Such approval shall not be unreasonably withheld or delayed.

The State reserves the right to require the removal of any vendor staff providing services pursuant to award of this Documented Quote. The State shall have the final approval of any personnel the vendor intends to perform services pursuant to the purchase order or contract. Such approval shall not be unreasonably withheld or delayed.

INSURANCE

A. The Vendor shall obtain, and maintain at all times during the term of the purchase order or contract, including any extensions, insurance in the following kinds and amounts:

1) Workers’ Compensation Insurance as required by Colorado statute, and Employer’s Liability Insurance, covering all of the Vendor’s employees acting within the course and scope of their employment.

2) Commercial General Liability Insurance written on an ISO occurrence from CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury and advertising liability with minimum limits as follows:

a) $1,000,000 each occurrence;

b) $1,000,000 general aggregate;

c) $1,000,000 products and completed operations aggregate; and

d) $50,000 any one fire If any aggregate limit is reduced below $1,000,000 because of claims made or paid, the Vendor shall immediately obtain additional insurance to restore he full aggregate limit and furnish to the State a certificate or other document satisfactory to the State showing compliance with this provision.

3) 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.

B. The State of Colorado shall be named as additional insured on the Commercial General Liability and Automobile Liability Insurance policies.

Coverage required under the purchase order or contract will be primary over any insurance or self-insurance program carried by the State.

C. The insurance shall include provisions preventing cancellation or non-renewal without at least 45-days prior written notice to the State by certified mail.

D. The Vendor will require all insurance policies in any way related to the purchase order or contract and secured and maintained by the Vendor to include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise against the State of Colorado, it’s agencies, institutions, organizations, officers, employees and volunteers.

E. All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to the State.

F. The Vendor shall provide certificates showing insurance coverage required by the purchase order or contract to the State within seven (7) business days of the effective date of the purchase order or contract, but in no event later than the commencement of the services or delivery of the goods under the purchase order or contract. No later than 15-days prior to the expiration date of any such coverage, the Vendor shall deliver to the State, certificates of insurance evidencing renewals thereof. At any time during the term of the purchase order or contract, the State may request, in writing, evidence satisfactory to the state of compliance with the provisions of this section, which the Vendor shall supply to the State within 10-days of the date of the request.

G. Notwithstanding subsection A of this section, if the Vendor is a “public entity” within the meaning of the Colorado Governmental Immunity Act, C.R.S.

24-10-101, et seq., as amended (“Act”), the Vendor shall at all times during the term of the purchase order or contract maintain only such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by the State, the Vendor shall show proof of such insurance satisfactory to the State.

NON-EXCLUSIVE RIGHTS It is understood and agreed by the Vendor that the State does not grant the Vendor exclusive rights to provide the products and/or services under this award. The State reserves the right to contract with and purchase products and services from persons and entities other than the Vendor, as may be in the best interest of the State. This award shall remain in full force and effect should the State enter into other contracts for the same or similar goods and services as provided under this award.

DOCUMENTED QUOTE BIDDER RESPONSE FORMAT

The purpose of this section is to specify a format for bidder responses.

A. CONFIRMATION OF OFFER FORM – complete and sign the attached Documented

Quote – Confirmation of Offer form.

B. SERVICE DISABLED VETERAN OWNED SMALL BUSINESSES (SDVOSB)

C.R.S. Section 24-103-211 sets a Service-Disabled Veteran Owned Small Business (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 Center for Veteran Enterprise within the U.S. Department of Veterans Affairs. See www.vip.vetbiz.gov. By responding to this solicitation, the successful Offeror certifies that it shall comply with the provisions of C.R.S. Section 24-103-211. Only SDVOSBs that meet minimum specifications can be considered for the percentage preference. SDVOSBs must submit documentation of SDVOSB certification issued through the U.S. Department of Veterans Affairs in their response to the solicitation.

C. TIMELINE FOR DELIVERY – A detailed breakdown and description of the specific goods/services to be provided, ensuring, at a minimum, compliance with the requirements set forth herein. Identify the lead time / delivery date from the date a purchase order or contract is issued by the Department.

D. PRICING – Provide your fee schedule, in the format set forth in Attachment A.

Provide any discounted pricing that may be available. Please note that all pricing should be quoted FOB Destination, Freight Prepaid and Add.

For goods include unit price, extended price, any bulk discounts, delivery time, and warranty. Include any pricing for extended maintenance, licensing, etc.

E. ADDITIONAL SERVICES/EQUIPMENT - Please add additional comments, background information, data, etc., which you feel are pertinent and would assist in the bidder selection process. Describe any additional services related to this DQ which may be of value to the State. Identify any associated cost(s).

F. REFERENCES - Include with your response up to three business references for which your firm has provided similar goods. Please include the company name, contact person, address, telephone number and date and description of goods provided/service performed for each listed reference.

http://www.vip.vetbiz.gov/

G. SERVICES PERFORMED OUTSIDE OF COLORADO/UNITED STATES - Indicate if any services under the resulting PO, including subcontracts, are anticipated to be performed outside the United States or Colorado. If so, identify where the services will be performed and explain why these services will be performed outside of the United States or Colorado.

STATE OF COLORADO

DEPARTMENT OF REVENUE

Documented Quote – Confirmation of Offer

Department of Revenue

Attn: Linda Lewis Email: linda.w.lewis@state.co.us

Phone: 303-205-8403

Email responses are preferable. Please note Documented Quote Number in subject line of email.

The following information is submitted in response to Documented Quote # DOR17003. The below named bidder is voluntarily submitting this offer and acknowledges that it is consistent and in compliance with the State’s included specifications, Purchase Order Terms and Conditions attached to this Documented Quote, except as replaced, modified, or supplemented by the Department in this Documented Quote.

COMPANY NAME: _________

ADDRESS: __________________________________________________________

CITY: _____________________________ STATE: ________ ZIP+4: ___________

F.E.I.N.** : ___________________________________________________________

DELIVERY DATE: _____________________________________________________

PAYMENT TERMS: ____________________________________________________

SIGNATURE: _________________________________________________________

Signer must be authorized / qualified to bind bidder.

TYPED/PRINTED NAME: ______________________________________________

TITLE: ___________________________________________________________

PHONE: (_______)_________________ FAX: (_______)__________________

EMAIL ADDRESS: _____________________________

*Vendor is required to submit Federal Employer Identification Number (F.E.I.N.) before payment can be made.

1. Quoted Prices - All prices must be bid delivered, F.O.B. Destination.

2. The State is not liable for any sales, use, excise, property or other taxes imposed by any federal, state or local government tax authority. The

State of Colorado tax exemption number is 98-02565. The State is also not liable for any taxes of the Contractor for franchise or related to the income of the Contractor. No taxes of any kind shall be charged to the State.

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

Purchase Order Terms and Conditions 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