FRCC-DQ-26-03-W Genesys G32 Analog Console (WC Music Dept).pdf

FRCC-DQ-26-03-W

No physical delivery Quotes must be uploaded to the Rocky Mountain E-Purchasing System (Bidnet) at www.bidnetdirect.com/frontrangecc

State of Colorado Front Range Community College

Documented Quote

Music Dept – Recording Arts & Technology

Neve 32-ch 16-fader Genesys Black Analog Console

Front Range Community College 3645 West 112th Avenue Contracts & Purchasing, Suite C2000 Westminster, Colorado 80031-2105 Email: Purchasing@frontrange.edu http://www.bidnetdirect.com/frontrangecc mailto:Purchasing@frontrange.edu

Contents

SECTION 1.0 SOLICITITATION INFORMATION

1.1 INTRODUCTION

1.2 BACKGROUND, OVERVIEW AND GOALS

1.3 SCHEDULE OF ACTIVITIES

1.4 SOLE POINT OF CONTACT

1.5 RESPONDENT INQUIRIES

SECTION 2.0 SCOPE OF WORK/SPECIFICATIONS AND REQUIREMENTS

2.1. ACCESSIBILITY REQUIREMENTS

2.2. SCOPE OF WORK/SPECIFICATIONS

SECTION 3.0 QUOTE SUBMISSION INFORMATION

3.1 QUOTE SUBMISSION INSTRUCTIONS

3.2 TIMELINESS OF QUOTE SUBMISSION

3.3. QUOTE FORMAT AND CONTENT

3.4. PRICING

SECTION 4.0 AWARD

4.1. AWARD (SEE PROCUREMENT RULE R-24-103-204-01)

4.2. NEGOTIATIONS

4.3. SINGLE QUOTE

4.4. NOTICE OF AWARD

4.5. DOCUMENTS AFTER AWARD

SECTION 5.0 GENERAL ADMINISTRATIVE INFORMATION

5.1. COLORADO VSS AND BIDNET

5.2. MODIFICATIONS AND/OR SUPPLEMENTAL INFORMATION TO THE SOLICITATION

5.3. SOLICITATION CANCELATION/REJECTION OF QUOTE(S)

5.4. MODIFICATIONS OR WITHDRAWAL OF QUOTES

5.5. MISTAKES AND MINOR INFORMALITIES IN RESPONDENT QUOTES

5.6. NEWS RELEASES AND ANNOUNCEMENTS

5.7. RESPONDENT ACCEPTANCE OF SOLICITATION TERMS/RESPONDENT QUOTE CONTENT

5.8. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

5.9. QUOTE RESPONSE MATERIAL OWNERSHIP

5.10. SUBMISSION OF CONFIDENTIAL OR PROPRIETARY INFORMATION

5.11. CONFLICTS OF INTEREST/ETHICS

5.12. PROTESTED SOLICITATIONS AND AWARDS

5.13. PERFORMANCE OUTSIDE OF COLORADO

5.14. SERVICE DISABLED VETERAN OWNED SMALL BUSINESSES (SDVOSB) (REF. §24-103-905, C.R.S., ET SEQ.) 10

Appendix A – Purchase Order Terms and Conditions

Appendix B – Response Sheet

SECTION 1.0 SOLICITITATION INFORMATION

1.1 INTRODUCTION

On behalf of the State of Colorado, Front Range Community College is issuing this Documented Quote for Neve 32-ch 16-fader Genesys Black Analog Console.

1.2 BACKGROUND, OVERVIEW AND GOALS

FRCC is the largest community college in Colorado—with three campuses in communities along the Front Range. The college focuses on the success of more than 27,000 students annually in classes for college credit, and more than 5,000 people each year in business training and continuing education. We offer more than 200 degrees and certificates.

FRCC is the top transfer institution for the University of Colorado Boulder and Colorado State University. We also train students for immediate employment in more than 35 high-demand fields—and more than 20 of our Associate of Applied Science or certificate programs have state, regional, and/or national accreditation.

FRCC is committed to getting students career ready. Since most commercial recording studios utilize an analog mixing console, it is imperative that we provide that experience to our students in order to prepare them for careers in the industry.

1.3 SCHEDULE OF ACTIVITIES

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

Schedules for Activities listed as “Estimated” may be subject to change depending on the needs of the State. All times are stated in Mountain Time (MT), as adjusted for daylight savings.

1.3.2 Schedule

Activity Date

1 Solicitation published via Bidnet & Colorado VSS 10/13/25

2 Written Inquiries Deadline; submit via Bidnet 10/15/25 2pm MT

3 Response to written inquiries; posted to Bidnet (Estimated)

10/16/25

4 Quote Submission Deadline; Quotes must be submitted via Bidnet

10/17/25 2pm MT

5 Award selection and notification (Estimated) 10/22/25

1.4 SOLE POINT OF CONTACT

1.4.1. The Procurement Contact for this solicitation is:

Shari Browder Director, Contracts & Purchasing Email: Purchasing@frontrange.edu Phone: 303-678-3671

1.4.2. Because phone lines may not be consistently monitored, email is the preferred method of communication. The individual listed above is the sole point of contact for this solicitation. Initiating contact with anyone other than this individual may result in Respondent disqualification.

1.5 RESPONDENT INQUIRIES

1.5.1. Respondents may submit written inquiries via Bidnet concerning this solicitation to obtain clarifications. The State, in its sole discretion may not accept inquiries received after the date and time indicated in the Schedule of Activities. Where appropriate, inquiries should include references to any relevant Section/paragraph of the solicitation.

1.5.2. Responses to Respondent inquiries will be published on the Rocky Mountain E- Purchasing System (Bidnet) at www.bidnetdirect.com/frontrangecc collectively, as an amendment to the solicitation. Respondents shall not rely on any verbal statements that alter any specification or other term or condition of the solicitation. Such changes are valid only if provided in writing by the Procurement Contact.

SECTION 2.0 SCOPE OF WORK/SPECIFICATIONS AND REQUIREMENTS

2.1. ACCESSIBILITY REQUIREMENTS

2.1.1. All work performed as a result of this solicitation must comply with all applicable provisions of §§24-85-101, C.R.S., et seq., and the Accessibility Standards for Individuals with a Disability, as established by the Office Of Information Technology pursuant to §24-85-103 (2.5), C.R.S. and 3) all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards.

2.2. SCOPE OF WORK/SPECIFICATIONS

Neve 32-ch 16-fader Genesys Black Analog Console with technical support and 2-year warranty.

SECTION 3.0 QUOTE SUBMISSION INFORMATION

3.1 QUOTE SUBMISSION INSTRUCTIONS

Respondents shall submit Quotes via the Rocky Mountain E-Purchasing System (Bidnet) at www.bidnetdirect.com/frontrangecc.

3.2 TIMELINESS OF QUOTE SUBMISSION

A Quote received after the submission deadline may, at the sole discretion of the State, be rejected without further consideration

3.3. QUOTE FORMAT AND CONTENT

See Appendix B - Response sheet

3.4. PRICING

3.4.1. Proposed pricing must remain firm during the initial term of the Contract or Purchase Order.

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

3.4.3. See Appendix B - Response sheet

SECTION 4.0 AWARD

4.1. AWARD (SEE PROCUREMENT RULE R-24-103-204-01)

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

4.1.2. “Acceptable” means that the goods or services submitted in the Respondent’s Quote will meet the state’s needs, and that the price is fair and reasonable. The determination of whether a Respondent’s Quote is acceptable is solely within the State’s discretion.

4.1.3. Neither this nor a Respondent’s Quote constitutes a legally binding offer;

therefore, responsiveness solicitation at the time of Quote submission is not an absolute criterion.

4.2. NEGOTIATIONS

The State may negotiate with any Respondent to clarify the Respondent’s Quote or to effect modifications that will make the Quote Acceptable or more advantageous to the State; however any requirements identified in this solicitation may not be negotiated.

Reference Procurement Rule R-24-103-204-01(d).

4.3. SINGLE QUOTE

If only one Quote is received in response to this solicitation, an award may be made to the single Respondent if the procurement official finds that the price submitted is fair and reasonable and that other prospective Respondents had reasonable opportunity to respond to the solicitation. If the price submitted is not fair and reasonable and there is not adequate time for re-solicitation, the procurement official may enter into competitive negotiations in accordance with Procurement Rule R-24-103-208-02.

4.4. NOTICE OF AWARD

A Notice of Intent to Award will be announced on the Rocky Mountain E-Purchasing System (Bidnet).

4.5. DOCUMENTS AFTER AWARD

Prior to Contract or Purchase Order execution, the awarded Respondent must provide the State with proof of Good Standing with the Colorado Secretary of State and an insurance certificate documenting coverage as required by the Contract or Purchase Order.

SECTION 5.0 GENERAL ADMINISTRATIVE INFORMATION

5.1. COLORADO VSS AND BIDNET

This solicitation is being published on both the Colorado Vendor Self Service page (Colorado VSS) and on the Rocky Mountain E-Purchasing System (Bidnet) at www.bidnetdirect.com/frontrangecc, so that Respondents who have an interest may submit a Quote in accordance with the terms of this solicitation.

5.2. MODIFICATIONS AND/OR SUPPLEMENTAL INFORMATION TO THE SOLICITATION

5.2.1. Any modifications, amendments or supplemental information to the solicitation will be published on both Colorado VSS and the Rocky Mountain E-Purchasing System (Bidnet) at www.bidnetdirect.com/frontrangecc. A modification notice will be published on Colorado VSS in the event that it becomes necessary to revise any part of this solicitation.

5.2.2. It is the Respondent’s sole responsibility to check the Rocky Mountain E- Purchasing System (Bidnet) at www.bidnetdirect.com/frontrangecc on a regular basis, prior to the Quote submission deadline, as this is the primary means for communicating any clarifications or changes to solicitation content, timeline and/or requirements.

5.3. SOLICITATION CANCELATION/REJECTION OF QUOTE(S)

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

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

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

5.4. MODIFICATIONS OR WITHDRAWAL OF QUOTES

A Respondent may modify or withdraw its Quote by written notice to the Procurement Contact prior to the established Quote submission deadline. Withdrawal of a Respondent’s Quote following the Quote submission deadline and prior to award, may be allowed, in the State’s discretion. Withdrawal of a Respondent’s Quote after award is not allowed. Reference Procurement Rules R-24-103-201-08 and R-24-103-201-09.

5.5. MISTAKES AND MINOR INFORMALITIES IN RESPONDENT QUOTES

In certain circumstances, a Respondent may correct a mistake(s) in its Quote and/or the State may waive minor informalities. Reference Procurement Rule R-24-103-201-08.

5.6. NEWS RELEASES AND ANNOUNCEMENTS

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

5.7. RESPONDENT ACCEPTANCE OF SOLICITATION TERMS/RESPONDENT QUOTE

CONTENT

5.7.1. Neither this solicitation nor a Respondent’s Quote submitted in response to this solicitation constitute a legally binding offer. Reference Procurement Rule R- 24-103- 204-01(b).

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

5.8. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

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

5.9. QUOTE RESPONSE MATERIAL OWNERSHIP

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

5.10. SUBMISSION OF CONFIDENTIAL OR PROPRIETARY INFORMATION

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

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

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

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

5.10.5. In no event shall an entire Quote be classified as confidential. The Procurement Official or his or her designee shall determine if the information identified in the Respondent’s request is exempt from disclosure in accordance with §24-72-204, C.R.S., and shall inform the Respondent in writing of his or her determination. If the Respondent does not agree with the determination, the Respondent may protest the determination in accordance with article 109 of the Colorado Procurement Code and the terms of this solicitation. Reference Procurement Rule R-24-101-401-03.

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

5.11. CONFLICTS OF INTEREST/ETHICS

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

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

5.11.3. Requirements set forth in this Section are continuing requirements throughout the solicitation process and, for the awarded Respondent, the Contract or Purchase Order term, including any extensions. Reference §24-18-201, C.R.S., et seq. (Proscribed Acts Related to Contracts and Claims); §24-50-507, C.R.S.(Conflict of Interest); §18-8- 301, C.R.S., et seq. (Bribery and Corrupt Influence); §18-8-401, C.R.S., et seq. (Abuse of Public Office); §6-4-101, C.R.S., et seq., (Colorado Antitrust Act of 1992); §24-109-105, C.R.S .(Debarment and Suspension); and Procurement Rule R-24-101-107-01 (Ethics).

5.12. PROTESTED SOLICITATIONS AND AWARDS

An aggrieved party may file a protest concerning a Material Issue(s), at any phase of solicitation, including but not limited to, specifications, award or a disclosure of information marked confidential in the Quote. “Material issue” means a nontrivial defect in the solicitation or award that would prejudice the outcome of the procurement. The presence of multiple nonmaterial issues in a solicitation or award does not constitute a material issue unless the aggrieved party can establish that those nonmaterial issues together would prejudice the outcome of the procurement.” The protest shall be submitted to the Front Range Community College Procurement Official within three (3) business days after such aggrieved person knows, or should have known, of the facts giving rise thereto. Reference §24-109-102, C.R.S., as amended, and Procurement Rule R-24-109-102-01, et seq. Protests should be submitted in writing via email to the following:

Shari Browder Director, Contracts & Purchasing Email: Purchasing@frontrange.edu

5.13. PERFORMANCE OUTSIDE OF COLORADO

Awarded Respondent, per Section 24-102-206, C.R.S., prior to contracting shall disclose in a written statement whether it anticipates performing or subcontracting any services under the contract, where such subcontracted services will be performed under the contract, including any subcontracts, and whether any subcontracted services under the contract or any subcontracts are anticipated to be performed outside the United States or the state. If the prospective vendor anticipates services under the contract or any subcontracts will be performed outside the United States or the state, the vendor shall provide in its written statement a provision setting forth why it is necessary or advantageous to go outside the United States or the state to perform the contract or any subcontracts.

5.14. SERVICE DISABLED VETERAN OWNED SMALL BUSINESSES (SDVOSB) (REF. §24-103-

905, C.R.S., ET SEQ.)

SDVOSB Respondents must submit documentation of certification issued through the U.S. Department of veteran’s affairs in their Quote. §24-103-905 C.R.S. sets a SDVOSB goal of at least 3% of all contracts by dollar value be awarded to SDVOSBs who must be incorporated or organized in Colorado or they must maintain a place of business or have an office in Colorado and must be officially registered and verified as a SDVOSB by the Center for Verification and Evaluation within the United States department of veteran’s affairs. See www.vip.vetbiz.va.gov.

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

Appendix A – Purchase Order Terms and Conditions 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.

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.