DQ2026-521 SBPDQ DQ and Scope.pdf

SBP-DQ

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STATE OF COLORADO

OFFICE OF THE STATE ARCHITECT

DOCUMENTED QUOTE

DOCUMENTED QUOTE REQUEST

Solicitation Number: 2026-521 Publication Date: 6/23/2026 Institution or Agency: DMVA Plinth and Statue Restoration Project No./Name: DQ2026-521 ON Guard Restoration

Basic Information and Timeline

Single Point of Contact Amy Oury amy.oury@dmva.state.co.us 720-498-5573

Solicitation Description Civil War Monument Plinth Restoration

Anticipated Contract Start Date 07/28/2026

Pre-bid Conference Date 07/07/2026 11:00AM 1200 Broadway, Denver, CO 80203 (Statue) Meet in Lobby of History Colorado to be escorted to statue.

07/07/2026 2:00PM Camp George West (Plinth) 1181 Kilmer St. Golden CO 80401

Questions Due Date 07/10/2026 4:00PM MST

Quote Due Date and Time 7/18/2026 4:00PM MST

All dates and times are subject to change and are in Mountain Time.

mailto:amy.oury@dmva.state.co.us

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Table of Contents

Publication Date: 1

A. Quick Resources 2

B. Introduction and Scope Description 2

C. How to Submit a Quote 3

D. Quote Format 4

E. Quote Content 4

F. Administrative Information 6

G. Exhibits 9

H. Signature Page 10

A. Quick Resources

1. For questions about this solicitation, contact the Single Point of Contact identified above.

2. For help with Vendor Self Service (ColoradoVSS), contact the Vendor Self Service Help Desk vsshelp@state.co.us or 303-866-6464.

3. For information about doing business with the state of Colorado generally, go to:

https://osc.colorado.gov/spco/accesscolorado.

B. Introduction and Scope Description C. This scope of work is for the restoration of the Civil War Monument granite plinth, Civil War

Monument bronze statue, the monument plaques, and its associated elements, on behalf of the Colorado Department of Military and Veterans Affairs (DMVA). The plinth is located currently at DMVA’s facility in Golden, Colorado (Camp George West). The Statue is located at History of Colorado in Denver. (Please see attached Scope of work at the bottom under exhibits for details.

D. How to Submit a Quote

1. In General. Email the quote, Signature Page, and any other required documents in one zip file as an attachment to this email address:

https://colorado.app.box.com/f/ccc1c98630804020bc942530fd5fe399 Please be aware of email server file size limitations. The maximum file size the State can accept is 15 GB.

mailto:vsshelp@state.co.us https://osc.colorado.gov/spco/accesscolorado https://colorado.app.box.com/f/ccc1c98630804020bc942530fd5fe399

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2. Only Attachments. Only the zip file goes through. The Agency/Institution cannot see any text or messages sent to the email address identified above. Written questions may be emailed to the Single Point of Contact.

3. File Names. The zip file name should start with the solicitation type, solicitation number, and vendor name (e.g., “DQ 2021000XXX Vendor Name…”). Vendors may include additional information in the zip file name.

4. Timing. The zip file typically uploads within five minutes; however, vendors should submit zip files at least thirty minutes prior to any deadline to ensure the file is received.

5. Confirmation. Vendors will receive an email confirmation from box.com that the zip file was uploaded correctly. If not, please contact the Single Point of Contact.

6. No Encryption. Do not encrypt emails sent to the submission email as it may prevent full submission.

7. Pre-bid Conference. There will be a mandatory pre-bid conference. Pre-Bid Conference 1:

07/07/2026 11:00AM Please arrive 20-15 minutes early) 1200 Broadway, Denver, CO 80203 (Statue) Meet in Lobby of History Colorado to be escorted to statue.

Pre-Bid Conference 2: 07/07/2026 2:00PM (Please arrive 15-20 minutes early)Camp George West (Plinth) 1181 Kilmer St. Golden CO 80401

8. Questions. Vendors may submit questions by email to the Single Point of Contact prior to the Questions Due Date identified in the Basic Information and Timeline above. The Agency/Institution may answer some, all, or none of the questions asked by posting them publicly.

8. Late Quotes may be accepted at the Agency/Institution’s sole discretion.

E. Quote Format

1. Quotes shall be on Vendor letterhead

F. Quote Content

1. Quote Substance. Please answer or address the following questions or issues:

i. Preference shall be given to Colorado resident bidders and for Colorado labor, as provided by law.

ii. Per C.R.S. §24-105-201 If the construction value is $50,000 or greater a Bid Bond and Power of Attorney or Proposal Guaranty is required in an amount not less than 5% of the total Bid. Forms can be found on the Office of the State Architect Website:

https://osa.colorado.gov/state-buildings/project-management-policies-guidelines/solicitation-forms

2. Cost Requirements. The provided quote must be comprehensive, including all the labor and materials and to perform all the work required for the complete and prompt execution of everything described or shown in or reasonably implied in the solicitation, including the Drawings and Specifications.

G. Administrative Information

1. Communication. All communication regarding this solicitation must be done through the

Single Point of Contact identified above. Unauthorized contact with any Agency/Institution personnel other than the Single Point of Contact regarding this solicitation is prohibited and may result in disqualification.

https://osa.colorado.gov/state-buildings/project-management-policies-guidelines/solicitation-forms https://osa.colorado.gov/state-buildings/project-management-policies-guidelines/solicitation-forms

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2. Notices/Addenda. The Agency/Institution may modify this solicitation by posting changes via the Colorado VSS website. All communications will be posted on the VSS, www.colorado.gov/vss.

3. Modifications of Quotes. Quotes may be modified or withdrawn by the vendor prior to the established due date and time. Vendors may be asked by the Agency/Institution to modify or clarify their quotes after the due date.

4. Presentations or Site Visits. At the Agency/Institution’s sole discretion, the Agency/Institution may request presentations or site visits. Vendors should not, however, prepare the quote with the assumption that an opportunity for oral presentations or revisions will be offered.

5. Bid Security: A bid security of not less than 5% of the bid price is required when the price is estimated to be $50,000 or more. The security shall be a bond by a surety company, the equivalent in cash, or otherwise supplied in a form satisfactory for the State. Noncompliance requires the bid to be rejected as nonresponsive.

6. Or Equal: The words “OR EQUAL” are applicable to all specifications and drawings relating to materials or equipment specified. Any material or equipment that will fully perform the duties specified, will be considered “equal”, provided the bid submits proof that such material or equipment is of equivalent substance and function and is approved, in writing. Requests for the approval of “or equal” shall be made in writing at least five (5) business days prior to bid opening. During the bidding period, all approvals shall be issued by the Architect/Engineer in the form of addenda at least two (2) business days prior to the bid opening date.

7. Acceptance of solicitation terms. A quote submitted in response to this solicitation shall constitute a binding offer and acknowledgment that all terms and conditions of this solicitation are accepted. Vendors must identify any variations between its quote and the solicitation. Failure to do so shall be deemed a waiver of any rights to subsequently modify the terms of performance.

8. Inconsistencies and Omissions: Bidders may request clarification of any seeming inconsistencies, or matters seeming to require explanation, in the bidding documents at least three (3) business days prior to the time set for the opening of Bids. Decisions of major importance on such matters will be issued in the form of addendum.

9. Contract. Vendors must agree to the State’s contract terms, as attached as an exhibit to this solicitation. Please note that any referenced or attached model contract lists the State’s standard required legal provisions but may not include the specific scope of work and other specific terms or requirements for this solicitation. Vendors must review any attached contract terms and note any exceptions. If no exceptions are noted, Vendor is indicating an intent to accept the terms as-is. Modifications to the State’s contract terms constitute increased risk and costs to the State. Therefore, Vendor’s noted exceptions may be considered in any evaluation.

10. Award. The Agency/Institution will notify all vendors who submitted a quote when it issues a Notice of Intent to Award or actual Award. The awarded vendor(s) must act in good faith to execute an agreement on or before the Anticipated Contract Start Date identified above. If this date is not met, through no fault of the State, the State, at its sole discretion, may cancel the Notice of Intent to Award.

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11. CORE Registration. Unless otherwise noted, before the Agency/Institution can award to any vendor, that vendor must be registered in CORE, which can be completed through Vendor Self Service at www.colorado.gov/vss.

12. EFT. Awarded vendors are encouraged to sign up for EFT transfers.

13. Secretary of State Registration. Before Contract execution, the awarded vendor must be registered to do business in the State of Colorado. If a vendor is a foreign corporation (formed under a statute or common law in a jurisdiction other than Colorado) or other foreign entity transacting business in the State of Colorado, it shall warrant that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process.

14. Pricing. Estimated prices are not acceptable. Pricing shall be FOB Destination and include any minimums, special charges, restrictions, or any other conditions. The failure of the vendor to note any special conditions or exceptions shall be deemed a waiver of any such condition or exception. Pricing shall be firm for the term of the award, including option years, unless otherwise specified.

15. Cancellation. A solicitation may be cancelled only when there are cogent and compelling reasons to believe that the cancellation of the solicitation is in the state's best interest. An award of a contract under a solicitation may be cancelled, in whole or in part, when the procurement official determines in writing that such action is in the state's best interest.

16. Costs. The Agency/Institution is not liable for any cost incurred by vendors prior to any formal contract, purchase order, or other agreement. No property interest, of any nature shall occur until a contract is awarded and signed by all concerned parties.

17. Method of Award - Lowest Responsible Bidder: If the bidding documents for this project require alternate prices, additive and/or deductible alternates shall be listed on the alternates bid form provided by the Principal Representative. Bidders should note the Method of Award is applicable to this Bid as stated below.

i. Deductible Alternates: The lowest responsible Bid, taking into account the Colorado resident bidder preference provision of Colorado law, will be determined by and the contract will be awarded on the base bid combined with deductible alternates, deducted in numerical order in which they are listed in the alternates bid form provided by the Principal Representative. The subtraction of alternates shall result in a sum total within available funds. If this bid exceeds such amount, the right is reserved to reject all bids. An equal number of alternates shall be subtracted from the base bid of each bidder within funds available for purposes of determining the lowest responsible bidder.

ii. Additive Alternates: The lowest responsible Bid, taking into account the Colorado resident bidder preference provision of Colorado law, will be determined by and the contract will be awarded on the base bid plus all additive alternates added in the numerical order in which they are listed in the alternates bid form provided by the Principal Representative. The addition of alternates shall result in a sum total within available funds. If this bid exceeds such amount, the right is reserved to reject all bids. An equal number of alternates shall be added to the base bid of each bidder within funds available for purposes of determining the lowest responsible bidder.

http://www.colorado.gov/vss

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iii. Deductible and Additive Alternates: Additive alternates will not be used if deductible alternates are used and deductible alternates will not be used if additive alternates are used.

18. Quote Rejection. The Agency/Institution may reject a quote, waive informalities, and minor irregularities, or accept any portion.

19. Tax ID. Any tax identification number provided must be that of the vendor responding to the solicitation. The vendor must be a legal entity with the legal right to contract.

20. News Releases. Vendors may not issue any news releases pertaining to this solicitation without prior written approval by the State.

21. Taxes. The Agency/Institution is exempt from all federal excise taxes under Chapter 32 of the Internal Revenue Code (Registration No. 84-730123K) and from all state and local government use taxes C.R.S. 39-26-114 Vendor is hereby notified that when materials are purchased in certain political sub-divisions (for example - City of Denver), the vendor may be required to pay sales tax even though the ultimate product or service is provided to the State of Colorado.

This sales tax will not be reimbursed by the Agency/Institution.

22. E-Verify. Vendors must participate in the federal E-Verify program or the Colorado Agency/Institution of Labor and Employment Program as required by C.R.S. 8-17.5-101.

23. Services Outside of Colorado. Vendors must disclose services performed outside of Colorado as required by C.R.S. 24-102-206.

24. Notice to Non-Resident Bidders. If a nonresident bidder is from a state that provides a bidding preference to bidders from that state, then a comparable percentage disadvantage will be applied to the bid of that nonresident bidder pursuant to C.R.S. 24-103-908. The bidder may obtain additional information from the Agency/Institution of personnel's website.

H. Exhibits Exhibit A: Purchase Order and T&Cs

Exhibit B: Federal Provisions

Exhibit C: Scope of Work

C1: Plinth Scope

C2: Statue Scope

[The rest of this page intentionally left blank]

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I. Signature Page

The Vendor must complete and submit the Signature Page along with the quote.

Vendor Name

Vendor Address

Vendor Contact Name

Vendor Contact Email

Vendor Contact Phone

Does the Vendor have any perceived, potential, or apparent conflicts of interest? If so, please disclose them.

Is the Vendor a Service Disabled Veteran Owned Small Business pursuant to C.R.S. §24- 103-905?

Is the Vendor currently on any debarred list?

Name of person authorized to submit this quote

Signature from an authorized individual.

Signatures may be physical or electronic as defined by the Uniform Electronic Transactions Act. Some examples of acceptable signatures are: DocuSign, Adobe, or scanned physical copies.

State of Colorado Purchase Order Terms and Conditions

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

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 (d) any attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference.

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

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

4. Changes. Vendor shall furnish goods or services in strict accordance with the specifications and price set forth for each item. This PO shall not be modified, superseded or otherwise altered, except in writing signed by 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.

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

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.

Effective 12/26/2023

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.

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.

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.

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, 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 (c) require Vendor to take necessary action to ensure that future performance conforms to this PO and (d) equitably reduce the payment due Vendor to reflect the reduced value of the goods or services performed. These remedies do not limit the remedies otherwise available in this PO, at law, or in equity.

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

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 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.

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.

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.

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.

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

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

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

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

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

21. Insurance. Except as otherwise specifically stated in this PO, Vendor shall obtain and maintain insurance as specified in this section at all times during the term of this PO: (a) workers’ compensation insurance as required by state statute, and employers’ liability insurance covering all Vendor employees acting within the course and scope of their employment; (b) Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 products and completed operations aggregate; and $50,000 any one fire; and (c) Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. If Vendor will or may have access to any protected information, then Vendor shall also obtain and maintain insurance covering loss and disclosure of protected information and claims based on alleged violations of privacy right through improper use and disclosure of protected information with limits of $1,000,000 each occurrence and $1,000,000 general aggregate at all times during the term of this PO. Additional insurance may be required as provided elsewhere in this PO.

All insurance policies required by this PO shall be issued by insurance companies with an AM Best rating of A-VIII or better. This insurance requirement shall not apply if this PO is solely for goods, as determined by 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.

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.

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 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.

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 (a) reasonable settlement expenses, (b) this 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, the State 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. 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.

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.

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 statutes.

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.

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.

29. Choice of Law, Jurisdiction and Venue. [Not Applicable to Inter-governmental POs] Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this PO. The UCC shall govern this PO in the case of goods unless otherwise agreed in this PO. Any provision included or incorporated herein by reference, which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this PO shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Any provision incorporated herein by reference which purports to negate this or any other provision in this PO in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Vendor shall exhaust administrative remedies in CRS §24-109-106, prior to commencing any judicial action against the State.

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.

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; (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 unexpended or excess funds received by Vendor by deduction from subsequent payments under this PO, deduction from any payment due under any other contracts, grants or agreements between the State and Vendor, or by any other appropriate method for collecting debts owed to the State.

ADDENDUM 1:

Additional Terms & Conditions for Information Technology

IF ANY PART OF THE SUBJECT MATTER OF THIS PO IS INFORMATION TECHNOLOGY, AS DEFINED IN

CRS § 24-37.5-102 (2), THE FOLLOWING PROVISIONS ALSO APPLY TO THIS PO.

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

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

C. License or Use Audit Rights. If this PO includes any license or other right to use Vendor’s intellectual property, Vendor shall have the right, at any time during and throughout the term of this PO, but not more than once during any State fiscal year, to request via written notice in accordance with the notice provisions of this PO that the State audit its use of Vendor’s intellectual property and certify as to its compliance with any applicable license or use restrictions and limitations contained in this PO (an “Audit Request”). The Audit Request shall specify the time period to be covered by the audit, which shall not include any time periods covered by a previous audit. The State shall complete the audit and provide certification of its compliance to Vendor (“Audit Certification”) within 120 days following the State’s receipt of the Audit Request. If upon receipt of the State’s Audit Certification, the parties reasonably determine that: (a) the State’s use of licenses, use of software, use of programs, or any other use of intellectual property during the audit period exceeded the use restrictions and limitations contained in this PO (“Overuse”) and (b) the State would have been or is then required to purchase additional rights to use Vendor’s intellectual property (“Additional Rights”), Vendor shall provide written notice to the State in accordance with the notice provisions of this PO identifying any Overuse or required Additional Rights and request that the State bring its use into compliance with such use restrictions and limitations. Notwithstanding anything to the contrary in this PO, or incorporated as a part of Vendor’s or any subcontractor’s website, click-through or online agreements, third-party agreements, or any other documents or agreements between the parties, the State shall not be liable for the costs associated with any Overuse or Additional Rights, during the audit period regardless of whether the State may have been notified in advance of such costs.

D. Vendor Records. Vendor shall maintain a file of all documents, records, communications, notes, and other materials relating to the work (the “Vendor Records”). Vendor Records shall include all documents, records, communications, notes and other materials maintained by Vendor that relate to any work performed by Subcontractors, and Vendor shall maintain all records related to the work performed by Subcontractors required to ensure proper performance of that work.

Unless a longer period is required in this PO or any attachment or exhibit to this PO, Vendor shall maintain Vendor Records until the last to occur of: (a) the date 3 years after the date this

Purchase Order expires or is terminated, (b) final payment under this Purchase Order is made, (c) the resolution of any pending Purchase Order matters, or (d) if an audit is occurring, or Vendor has received notice that an audit is pending, the date such audit is completed and its findings have been resolved (the “Record Retention Period”). Vendor shall permit the State, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy, and transcribe Vendor Records during the Record Retention Period.

Vendor shall make Vendor Records available during normal business hours at Vendor’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days’ notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. The State, in its discretion, may monitor Vendor’s performance of its obligations under this Purchase Order using procedures as determined by the State. The State shall monitor Vendor’s performance in a manner that does not unduly interfere with Vendor’s performance of the work. Vendor shall promptly submit to the State a copy of any final audit report of an audit performed on Vendor’s records that relates to or affects this Purchase Order or the work, whether the audit is conducted by Vendor or a third party.

E. Information Confidentiality. Vendor shall keep confidential, and cause all subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Vendor shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this PO, permitted by law, or approved in writing by the State.