RFP_F-52 1800 Grant Property Management Solicitation 2025-04-18.pdf

Table of Contents

REQUEST FOR PROPOSALS

1800 GRANT PROPERTY MANAGEMENT

RFP No. RFP_F-0000000052

April 18, 2025

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REQUEST FOR PROPOSALS (RFP)

Procurement Service Center (PSC) University of Colorado 1800 Grant Street, Suite 400 Denver, CO 80203

Purchasing Agent (PA): Misty Roberts E-Mail: Misty.Roberts@cu.edu

Request for Proposals #: RFP_F-0000000052

PROPOSALS MUST BE RECEIVED BY: Monday, May 19, 2025, by 2:00 PM Denver Local Time

E-MAIL OR FACSIMILE RESPONSES WILL NOT BE ACCEPTED.

Rocky Mountain E-Purchasing System (BidNet) website link:

https://www.bidnetdirect.com/colorado/universityofcolorado

Schedule of Activities:

This projected schedule is an estimated timeline and is subject to change at the sole discretion of the University. All times listed in this document are understood to be Denver local time.

Event Date RFP Advertisement Friday, April 18, 2025 Last Date to Submit Written Questions Thursday, May 1, 2025, by 2:00 PM (MST) Proposal Due Date Monday, May 19, 2025, by 2:00 PM (MST)

RFP Questions The University will not answer any telephone inquiries about this RFP. Written questions are due by the deadline for questions listed in the Schedule of Activities above and shall be submitted electronically via the Rocky Mountain E-Purchasing System (BidNet) website. CU requires all questions to be submitted individually on this site.

Questions will be responded to by CU as deemed appropriate. If the Proposers’ questions are unclear or non-substantive in nature, CU may request clarifications or decline to answer.

Note: BidNet limits the characters available to input for the University to respond to each question. For this reason, multiple questions may not be submitted as a single question, as the University is unable to respond to multiple questions in the space provided. Because of this limitation, the University reserves the right to reject groups of questions submitted in a single question box or to select and respond to only one question posed. A multi-part question containing an initial question and a follow-up is the exception to this rule. All questions and answers will be posted on the BidNet website as an addendum to the RFP at the link below following the deadline for submittal of questions:

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Proposal Submittal The proposal shall be prepared in accordance with the Preparation of Proposal as described in Section VI of this RFP. Proposers shall submit their proposal and all required forms via the BidNet website. Proposals are due by the date and time listed in the Schedule of Activities above.

Allow ample time for the electronic submission of your proposal. Following are links to a BidNet Electronic Bid Submission (EBS) guide and EBS FAQ site. CU strongly encourages Proposers to review this information prior to starting your submission in addition to starting the submission process at least one business day prior to the proposal due date. CU will not extend the submission deadline due to any technical issues or outages you may experience. Also provided below are links to a webinar recording and slide deck related to a vendor training that was conducted on November 8, 2023.

Proposer EBS Guide and FAQs:

https://faq.bidnetdirect.com/electronic-bid-submission/

Bidnet Webinar Recording and Slide Deck:

https://player.vimeo.com/video/886645835?h=6d7aea788f https://communications.bidnet.com/hubfs/University-of-Colorado-Vendor-Webinar-November-8- 2023.pdf

General Statement of Work The University of Colorado is seeking a property management company to oversee and manage the 1800 Grant facilities operations, engineering services, accounting services, contracting services, building operating budget, and other building operation issues that might arise. The selected contractor will be responsible for maintaining the facilities' operational efficiency, safety, and aesthetic quality. A more comprehensive view of the requirements for this scope can be found on pages 11 -13.

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PROPOSAL SUBMITTAL REQUIREMENTS

The following is a checklist for reference when compiling the proposal submission. The documents listed below are required:

Technical Proposal:

o Complete responses to the Technical Proposal Content as outlined in Section

IV

Cost Proposal

Proposal Form(s) - all complete and signed o CU Solicitation Form

Variances:

o List of all proposed modifications and/or legal issues regarding terms of the solicitation document and/or the Sample Agreement and Special Provisions, Attachment C.

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TABLE OF CONTENTS

REQUEST FOR PROPOSALS (RFP)

PROPOSAL SUBMITTAL REQUIREMENTS

I. UNIVERSITY AND PROJECT OVERVIEW

II. SCOPE OF WORK, QUALIFICATIONS AND REQUIREMENTS

III. ADMINISTRATION INFORMATION

1. Issuing Office

2. Introduction and Acceptance of RFP Terms

3. Means of Communication

4. Interpretation of Proposal Documents

5. Addenda

6. CU BidNet Website

7. Withdrawal of Proposal

8. Award

9. Protested Solicitation and Award

10. Rights of CU

11. Confidentiality of Records

12. Proposer Agreements

13. Certification of Independent Price and Work Determination

14. Designation of Subcontractors

15. Payment

16. Insurance Requirements

17. Governmental Immunity

18. Conflicts of Interest

19. Form of the Contract

20. Solicitation Response and Material Ownership

21. Incurring Costs

22. Determination of the Responsibility of the Proposer

23. Amendment Process

24. Invoicing

25. Procedure for Invoice Payments

26. Audit

27. Travel Expenses

28. Non-Exclusive Agreement

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29. Non-Discrimination

30. News Releases

31. Taxes

32. Assignment and Delegation

33. Standard of Conduct

34. Other Applicable Statutes

35. Cooperative Purchasing

IV. PREPARATION OF PROPOSAL

1. Preparation of Proposal – Proposal Forms

2. Preparation of Proposal – Technical Proposal

3. Technical Proposal Contents

4. Price Proposal Form and Content

V. EVALUATION OF PROPOSALS

1. Evaluation of Proposals

2. Past Performance

3. Shortlisting and Oral Presentations (If Necessary)

4. Best and Final Offers

5. Evaluation Criteria

VI. ATTACHMENTS

A. CU Solicitation Form

B. Insurance Requirements

C. Sample Agreement and Special Provisions

D. Proposal Pricing Form

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I. UNIVERSITY AND PROJECT OVERVIEW

This solicitation is issued by the University of Colorado (CU or University), through the Procurement Service Center (PSC).

CU is the state’s largest and most influential public research university, a community of approximately 67,000 students and 37,000 employees spanning four campuses and system administration. Every year CU graduates thousands of students who fill critical workforce needs across the state. CU is the state’s third-largest employer with an annual operating budget of $5.5 billion. CU faculty attracted $1.4 billion in sponsored research awards to conduct research in economic sectors critical to the state and nation, including energy, bioscience, aerospace, and health care. Overall, CU contributes approximately $14 billion annually to the state’s economy.

The proposal must be prepared and submitted in accordance with the requirements and procedures contained in this RFP document and the University’s policies, rules, policies, and procedures.

Compliance with these requirements by the Proposer is mandatory and is a condition of responsiveness. Any failure to satisfy these requirements will be a sufficient basis for the University to disqualify the Proposer. The University shall not be liable for any of the Proposer’s expenses associated with its preparation of the proposal or University’s consideration of it. The Proposer, if selected, shall not include any such expenses as part of its fee for performing the Scope of Work.

As a result of this solicitation, CU intends to award a contract to a single proposer. The anticipated starting date for any resulting contract is July 1, 2025. By submitting a signed proposal in response to this solicitation, the Proposer represents and warrants that it will honor its proposal as being held open as irrevocable until time of award. The term of the contract resulting from the award of this solicitation shall begin upon execution of the contract, and end three (3) years later. The contract may be renewed upon mutual agreement for up to two (2) additional one-year periods for a total term not to exceed five (5) years. CU, at its discretion, may terminate the contract with thirty (30) days’ notice by stating so in writing.

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II. SCOPE OF WORK, QUALIFICATIONS AND REQUIREMENTS

1. Introduction In July 2006, the University of Colorado Real Estate Foundation (“CUREF”) formed 18th Avenue LLC as a single member Colorado limited liability company (the “Owner”) to purchase an office building at 1800 Grant Street in Denver, Colorado (the “Property”). The prior owner of the Property leased back a portion of the building and the Regents of the University of Colorado (the “University”) leased most of the remaining space. In September 2012, the University entered into a lease with the Owner for the entire 114,000 rentable square feet at the building. In August 2016, CUREF transferred its membership interest in 18th Avenue LLC, to the University, subject to outstanding debt, and now the University seeks proposals for property management services for an engagement expected to begin July 1, 2025.

As the sole tenant of the building, approximately 620 employees comprising System Administration departments of the University and 20 employees working for the University of Colorado Foundation (under a sublease) occupy the building. System Administration departments include Office of the Board of Regents, Office of the President, Academic Affairs, Budget and Finance, University Counsel, University Relations, Advancement, Employee Services, Faculty Council, Information Security, Internal Audit, Policy and Efficiency, Procurement Service Center, Treasurer, University Controller, University Information Services and University Risk Management. These departments provide services to the University’s four campuses.

A Denver-based commercial real estate management and investment firm has managed the Property since its acquisition. The property manager manages all operational and maintenance aspects of the building, including repairs and preventive maintenance, building security, parking management, compliance with regulatory requirements, negotiation of service contracts, property accounting, responding to lender inquiries and capital improvement scheduling and oversight.

The property consists of a single-tenant, eight-story office building on 0.63 acres at the corner of East 18th Avenue and Grant Street in Denver. Based on Denver Central Business District criteria, the building is considered Class B.

Property Construction Completed in 1985, the building structure is concrete and steel with an exterior curtain wall system with glass glazing and granite panels on the upper levels and an aluminum storefront system on the lower levels. There are glass block walls at the Grant Street entrance and at the 18th Avenue entrance. The building is 121,000 gross square feet and contains approximately 114,000 rentable square feet. There is also a three-level, 74,000 gross square foot underground parking structure that accommodates approximately 170 parking spaces. There are an additional 18 surface parking spaces located on the east side of the building. System Administration and University of Colorado employees currently pay $90 per month to park in the secured parking structure.

Three traction elevators serve the office floors, and two hydraulic elevators serve the parking structure. A wet sprinkler system is installed throughout the above-grade portions of the building, and a dry system protects the parking structure. A 325kW diesel generator provides emergency power.

The heating system consists of perimeter variable air volume (VAV) boxes connected to a blower with an electrical heating coil. Cooling is provided through a 250-ton high-efficiency water-cooled chiller and a 250-ton cooling tower. Heating and cooling are regulated by a direct digital control system which can be remotely monitored

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Property Condition Assessment RNL, a Denver architectural firm, completed a property condition assessment in April 2016. The assessment included an architectural review and regulatory compliance evaluation; a civil engineering review of the site and the structure; a mechanical engineering review of the mechanical, electrical and plumbing systems; a roofing review by an independent roofing contractor and a review of the elevator operating conditions. The assessment also included opinions of probable costs of certain deficiencies identified by the property condition consultants.

The assessment indicated that overall, the building is in good condition. The primary areas of concern were relatively minor, most of which had already been identified by the current property manager, and most of which have been addressed since the assessment. While the property condition report suggested that some design items may need to be altered to meet current codes upon substantial restoration of the building, extensive renovations recently completed were all approved for code compliance by the design architects and City and County of Denver inspectors.

Updated fire and life safety monitoring devices and a building security system were installed in 2006. The three elevators serving the eight stories and the two elevators for the parking garage were modernized in 2009. A new roofing system with a 20-year warranty was installed in 2012.

Significant upgrades and replacements to the building’s heating and cooling systems and temperature controls were completed in April 2016. Replacement of the dry pipe fire suppression system in the parking garage was completed in 2019.

A capital replacement reserve account which is being funded on an annual basis with the goal of maintaining a balance of approximately 2.0% of the property value. It is also possible that a comprehensive space analysis will be completed in the next year with the goal of increasing efficiency within the building, potentially resulting in a significant reconfiguration of office spaces.

2. Minimum Mandatory Qualifications By submitting a response, you certify that your company meets all of the following mandatory requirements:

1. Property Manager must have at least 10 years’ experience in managing Class A and/or Class B office buildings greater than 100,000 RSF in the Denver area.

2. Property Manager must be currently managing a portfolio of office buildings in the Denver area comprising a combined minimum of 300,000 RSF.

3. Personnel assigned to Property by the Property Manager to fulfill the following responsibilities must have at a minimum the indicated number of years demonstrated experience on similar assignments:

a. Property Manager – 10 years

b. Building Engineer – 7 years

c. Property Accountant – 7 years

Interested suppliers unable to meet all mandatory requirements will not be allowed to participate in this solicitation.

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3. Minimum Service Requirements Described below are the minimum services the Owner expects in establishing an agreement with a contractor to provide property management services (the “Property Manager”), who shall be fully responsible for the management, operation and maintenance of the Property in an efficient, economical and reliable manner, consistent with industry standards and under relevant local regulations (the “Property Management Services”).

Services include, but are not limited to, the following:

1. The Property Manager shall provide facilities engineering services including, but not limited to, electrical, maintenance, environmental, health, safety, energy, controls/instrumentation and HVAC on call 24/7 with appropriate response times within industry standards.

2. The Property Manager shall be responsible for estimating, planning, scheduling, budgeting, authorizing, controlling and accumulating all costs and manpower associated with the Property Management Services Activities.

3. The Property Manager shall furnish all necessary labor, supplies, materials, equipment, tools, repair or replacement parts and supervision to satisfactorily perform the work required under this contract.

4. The Property Manager shall prepare scope of service specifications and secure competitive bid proposals for contracted services; negotiate and enter into all necessary performance contracts not otherwise directly entered into by the Owner and provide direct supervision and administer payments under the terms of the contract. The providers of all contracted services must provide the Property Manager with evidence of sufficient insurance as determined by the Owner. The Property Manager, on behalf of the Owner, must annually provide I.R.S. Form 1099 to each contractor, when applicable, and file the subsequent I.R.S. Form 1096.Routine contracted services will include, but not be limited to, the following:

a. Property Access Control Services

b. Exterior Landscape Maintenance

c. Snow Removal

d. Trash/Recycling Removal

e. Custodial Services

f. Elevator Maintenance

g. HVAC Maintenance

h. Security/Life Safety Monitoring

i. Window Washing

j. Plumbing Maintenance

k. Electrical Maintenance

l. Parking Garage and Lot Management Services to include access, monthly payments and policing and towing of unauthorized vehicles.

m. Parking Garage and Lot Maintenance

n. Pest Control

o. Interior Plant Maintenance

5. The Property Manager shall be responsible for managing all assigned keys and access cards and for the security of the property.

6. The Property Manager shall perform or caused to be performed routine and required property and building inspections and provide reports.

7. The Property Manager shall identify the need for, create, implement and manage preventive maintenance programs.

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8. The Property Manager shall identify opportunities to implement programs that result in building operations that promote energy efficiency and environmental sustainability, as well as building resiliency.

9. The Property Manager shall provide and monitor an online work order system that allows designated building representatives to make maintenance requests and to report any safety concerns.

10. The Property Manager shall be responsible for developing an annual operating and capital budget. The first draft of such budget is due to the Owner no later than March 1 of each year for the following fiscal year which begins July 1.

11. The Property Manager shall obtain approval for funding, as required, for all special and non-budgeted expenditures in excess of $5,000 prior to commitment of that expenditure, unless such expenditure is made under emergency conditions to prevent imminent injury to persons and/or damage to the Property.

12. The Property Manager shall meet with Owner’s representative, as necessary, to review and discuss the operations of the Property.

13. The Property Manager shall bring to the attention of the Owner potential needs for repair or replacement of major building systems such as roofs or HVAC systems.

14. The Property Manager shall collect, deposit (in an account in the Owner’s name) and account for all funds received and make payment of operating and other expenses in accordance with the approved budget. Collections shall include, but not limited to, all rents, any parking fees, tenant reimbursement of work order charges and ancillary income.

15. The Property Manager shall create for the Property and provide on a monthly basis, no later than the 20th of the month following the reported month, an operating and financial report which shall include, at a minimum:

a. Summary of operations, project updates and any Property Manager recommendations.

b. Income statement reflecting actual and budgeted monthly and year-to-date income and expenditures on an accrual basis of accounting and presented under generally accepted accounting principles with explanations of variances greater than 5% of budget.

c. Balance sheet on an accrual basis of accounting and presented under generally accepted accounting principles.

d. Trial balances by account provided as an electronic spreadsheet.

e. Bank statements, check registers and reconciliations

f. General ledger by account

g. Rent roll

16. The Property Manager shall develop and maintain a level of recordkeeping sufficient to accomplish the Property Management Services provided and to provide comprehensive, timely and accurate information as requested by the Owner, the Owner’s lender or the Owner’s auditors as requested. Such information shall include:

a. Detailed cash receipts

b. Invoices and disbursement records

c. Fixed asset and depreciation schedules

d. Form 1099 vendor filings

e. Accounts payable and accounts receivable detail

f. Narratives of collection, disbursement and accounting processes

g. Certificates of insurance

h. Lien waivers

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17. The Property Manager shall document, respond to and resolve tenant issues.

18. The Property Manager shall prepare and distribute special notices of upcoming activities at the Property that may impact tenants, as well as general informational publications that may promote the safety or comfort of tenants.

19. The Property Manager shall obtain or cause to be obtained criminal background checks on all contract personnel working at the Property. It is a requirement that the Owner be informed concerning criminal convictions of contractor employees within two (2) days of obtaining the information. Property Manager personnel shall not be allowed to work at the Property until a criminal background check has been completed. The Owner will make the decision to approve or disapprove any contract employees that will work at the Property.

The Owner will inform the Property Manager concerning approval within two (2) days of notification of criminal background check from the Property Manager. The Property Manager shall be responsible for all dealings with its employees concerning this matter, and it is suggested that the Property Manager inform the employee of these requirements at the time of employment.

20. The Property Manager may provide, if requested, project management services for capital improvements and replacements and tenant improvements at the Property.

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III. ADMINISTRATION INFORMATION

1. Issuing Office This RFP is being issued by the University of Colorado (CU or University) through the Procurement Service Center (PSC). This RFP is governed by the University’s policies and Procurement Rules in effect at the time of its issuance. The PSC Purchasing Agent listed herein is the sole point of contact concerning this RFP. All communication must be done through the PSC. Prospective and actual Proposers shall not directly contact other CU personnel regarding matters concerning this solicitation.

2. Introduction and Acceptance of RFP Terms The Proposer, by submitting its proposal, acknowledges that it understands and will agree to the corresponding Exhibits and the Scope of Work, and that the Proposer shall be able to perform as required. Acknowledgement of this condition shall be indicated by the signature of an officer or authorized agent of the Proposer on the CU Solicitation Form which is attached hereto and incorporated here in as Attachment A. A submission in response to this RFP acknowledges acceptance by the Proposer of all terms and conditions as set forth herein. The Proposer shall identify clearly and thoroughly any variations between its proposal and this RFP. Failure to do so shall be deemed a waiver of any rights to subsequently modify the terms of performance, except as outlined or specified in this RFP.

Proposers shall undertake a detailed review of Attachment C, Sample Agreement and Special Provisions, and submit with their proposal a list of all legal issues or proposed modifications which the Proposer would like CU to consider, should they be selected for award. The Proposer may submit questions regarding the Sample Agreement and Special Provisions using the same method designated for other questions related to this RFP. Proposers are strongly advised to seek legal counsel for advice regarding the Sample Agreement and Special Provisions. CU will not respond to legal questions about the interpretation of a provision of the Sample Agreement and Special Provisions or provide legal advice regarding the Agreement to proposers. CU shall assume that the Sample Agreement and Special Provisions has been thoroughly reviewed and discussed with legal counsel prior to submission of the Proposal. If the Proposer does not identify any issues or proposed modifications to the Sample Agreement and Special Provisions, CU may refuse to consider any proposed revisions received later from the Proposer, if they are selected for award.

CU may consider the Proposer’s comments in considering whether to select Proposer for award.

The Sample Agreement and Special Provisions are subject to revision or modification by CU at any time. CU reserves the right to modify any term or condition of this Agreement, and to add, delete or modify terms and conditions, as CU’s interests may require, prior to execution of a final agreement. The Sample Agreement and Special Provisions may contain provisions required by Federal, State, and/or University policy, and these provisions may not be revised or negotiated.

3. Means of Communication During the solicitation process for this RFP, all communication between the PSC and Proposers will be made via postings on CU’s Rocky Mountain E-Purchasing System’s (BidNet’s) website:

https://www.bidnetdirect.com/colorado/universityofcolorado

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The PSC will post notices, which include, but are not limited to, any modifications to administrative or performance requirements, answers to inquiries received, clarifications to requirements, addenda, and the announcement of the awarded Proposer. It is the responsibility of each potential Proposer to monitor the BidNet website regularly to be aware of changes, communications and/or addenda to solicitation.

4. Interpretation of Proposal Documents The Proposer may request, in writing, a clarification or interpretation of any aspect of the RFP documents. Such requests must be made via the BidNet website by the due date and time specified in the Schedule of Activities listed on Page 2. CU shall post all questions and answers on the BidNet website following the deadline for submittal of questions as an addendum to the bid.

CU will not accept or respond to oral inquiries except for those made at the Pre-Proposal Conference, if applicable. The only ‘official’ responses are those that are posted to the BidNet website for this RFP.

Should any interested Proposer, sales representative, or manufacturer find any part of the listed specifications or terms and conditions to be discrepant, incomplete, or otherwise questionable, it shall be the responsibility of the concerned party to notify the Purchasing Agent of such matters immediately upon discovery.

Proposers cannot rely on any other statements that clarify or alter any specification or other term or condition of the solicitation.

5. Addenda CU reserves the right to revise the RFP documents at any time up to the time set for submission of the proposals. Any such revision(s) shall be described in an addendum to the RFP and shall be posted on CU’s BidNet website.

If CU determines that the addendum may require significant changes to the Scope of Work, the deadline for submitting the proposals may be postponed by the number of days that CU determines will allow Proposers sufficient time to revise their proposals. Any new submittal deadline date for delivering proposals to CU shall be included in the addendum.

Proposers must acknowledge in the proposal submission that they received all addenda to the proposal documents (see Attachment A). Failure to acknowledge receipt of addenda may disqualify the proposal.

6. CU BidNet Website It shall be conclusively presumed that the Proposer did, before submitting a proposal and prior to the final proposal deadline, read all addenda, posted decisions and other information items relevant to the RFP which appeared on CU’s BidNet website. Proposer may also contact the Purchasing Agent by email at Procurement@cu.edu to confirm all posted information.

Please visit CU’s BidNet website which contains such services and information as:

a. Advertisements for Documented Quote, RFx and IFB opportunities

b. Status of Documented Quote, RFx and IFB opportunities

c. Addendums including Proposer questions and responses

d. Award information

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7. Withdrawal of Proposal A Proposer may withdraw its proposal, up until time of award, by submitting to CU a written request signed by the Proposer’s authorized representative. The withdrawal of a proposal does not prejudice the right of the Proposer to submit future proposals.

8. Award Any resulting contract from this solicitation will be awarded to the Proposer whose overall offer is deemed to be the most advantageous to CU as determined by the evaluation team. The PSC, after review and approval of the evaluation team's written recommendation, will notify all Proposers via a posting on CU’s BidNet website of the results of the solicitation evaluation. The posting will be an announcement of the award.

The contents of the proposal (including persons specified to implement the project) of the Proposer will become contractual obligations if acquisition action ensues. Failure of the successful Proposer to accept these obligations in a contract, purchase order, or similar authorized acquisition document may result in cancellation of the award and such Proposer may be removed from future solicitations.

9. Protested Solicitation and Award Any actual or prospective Proposer who is aggrieved in connection with either the solicitation or subsequent award of a contract may protest to the University of Colorado, Associate Vice President/Chief Procurement Officer. The protest shall be submitted in writing within seven working days after such aggrieved person knows, or should have known, of the facts giving rise thereto. Sections IX, C. and IX, D. University of Colorado Procurement Rules.

Regarding the language above, it is important for proposers to note that a protest to the solicitation’s requirements or specifications should be made within seven (7) working days of when the item being protested is known or after the Award date whichever comes first.

The announcement of the Award will be made via a posting on CU’s BidNet website. The requirement for timely submission of any protest (7 working days) will begin on the first working day following posting of the Award.

10. Rights of CU CU reserves the right to cancel or modify this RFP at any time and to reject any or all proposals for any reason or for no reason. This RFP is an open and equitable invitation for proposals, and each proposal constitutes an offer to contract that CU may consider in its sole and absolute discretion. Any errors or omissions in a proposal may result in the rejection and disqualification of the entire proposal. Errors, omissions, and other acts that may result in proposal rejection and disqualification include, but are not limited to, failure to strictly comply with the RFP requirements or any applicable policies, rules, or policies; the submission of any inaccurate or false information;

any improper communications or collusion involving Proposers; default or termination for cause of any public or private contracts within the past five years; delinquent arrearages owed to CU;

and failure to submit proof of licensing or franchise authority and any related exclusivity requirements.

Notwithstanding the broad rights reserved to CU to reject and disqualify any or all proposals, CU may waive any immaterial deficiencies in proposals and may allow Proposers to cure any such

RFP_F-0000000052 Page 16 deficiencies if an opportunity to cure is determined by CU to be in CU’s best interests. If given an opportunity to cure, Proposers will be notified of the allotted time to correct the identified deficiency; failure to correct the deficiency in the time allotted may result in proposals being deemed non-responsive and disqualified. CU’s waiver of an immaterial deficiency will in no way modify the RFP or excuse Proposers from full compliance with all RFP specifications. CU may exercise the foregoing rights at any time without notice and without any liability whatsoever to any Proposer or other party. By responding to this RFP, each Proposer is deemed to accept and agree to all terms and conditions and to waive any rights to challenge CU’s determinations regarding proposal deficiencies in accordance with this section.

During the evaluation process, CU reserves the right to request additional information from any Proposer, to seek clarification of information provided, to conduct its own due diligence with respect to any Proposer or proposal, reference checks, or any other investigations deemed necessary.

11. Confidentiality of Records Documents submitted to or created by the University in response to this solicitation are subject to the Colorado Open Records Act (C.R.S. § 24-72-201 et seq.) (“CORA”). In accordance with the University policies and procedures, all documents submitted to or created by the University in response to this solicitation are confidential and privileged and may not be inspected until an award is made or the solicitation is cancelled by the University. An award is made when the University formally executes a contract resulting from this solicitation. A solicitation is cancelled when notice of such cancellation is posted on University’s BidNet Website.

CORA requires the University to withhold certain information, including trade secrets, confidential commercial and financial data, or privileged information. To designate portions of the solicitation as confidential, Proposer must:

1. Mark the cover page as follows: “This response to the Solicitation Name and Number includes trade secrets, confidential financial data, or other privileged information.”

2. Mark each sheet or data to be restricted with the following: “Confidential: Use or disclosure of data contained on this sheet is subject to the restriction on the cover page of this response to the solicitation.”

3. Provide a separate secondary proposal in BidNet with a redacted copy of your entire response to this solicitation. Proposer is responsible for properly and adequately redacting any data which Proposer desires to remain confidential. If entire pages or sections are removed, a page indicating that the page or section has been redacted must represent the redacted pages. Failure to provide a secondary response with a redacted copy may result in disclosure of an unredacted copy under CORA.

4. Provide a written explanation of the basis under which each redacted item has been deemed confidential, making refence to the exception under CORA and/or any other law restricting disclosure.

Neither a proposal in its entirety, nor proposal price information will be considered confidential/proprietary.

A request for non-disclosure of your proposal under the guidelines stated above does not guarantee it can be withheld under CORA. The Proposer's opinion as to what constitutes trade secret, confidential financial data, or privileged information is not binding on the University when

RFP_F-0000000052 Page 17 responding to a CORA request. Where a CORA request is made to inspect or copy proposals or other documents related to this opportunity, the University has sole discretion to determine whether information or records must be provided under CORA.

12. Proposer Agreements Proposers may submit proposed agreements of any form (contracts or documents) that contain supplemental terms and conditions that the Proposer desires to be considered by CU for inclusion in the contract. Such forms may include Proposer’s software licensing agreements, maintenance contracts, and technical support agreements. By accepting delivery of these items, CU is not bound to accept them as part of an ensuing contract. CU may negotiate such supplemental terms and conditions that do not materially conflict with the contract terms and conditions detailed in this RFP and do not materially change the nature of this solicitation or adversely affect competition. If the parties cannot agree on the terms of the contract, including any terms desired by Proposer, CU may terminate negotiations with the Proposer and enter into a contract with another responsive Proposer.

13. Certification of Independent Price and Work Determination By submission of this proposal, each Proposer, and in the case of a joint proposal, each party thereto, certified, that, in connection with this procurement:

a. Prices and specific work processes in this proposal have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Proposer or with any competitor, or with any party contracted by CU to design and/or manage all or part of the program or work of which this RFP is a part;

b. Unless otherwise required by law, the prices quoted and specific work processes described in this proposal have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by the Proposer prior to opening, directly or indirectly to any other Proposer or to any competitor or to any party contracted by CU to design and/or manage all or part of the program or work of which this RFP is a part; and

c. No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a proposal for the purpose of restricting competition.

Further, each person signing Attachment A, CU Solicitation Form, for this proposal certified that:

d. They are the person in the Proposer’s organization responsible for the decision as to the prices being offered herein and that they have not participated, and will not participate, in any action contrary to subsection a through c above; or

e. He / She is not the person in the Proposer’s organization responsible for the decision as to the prices being offered herein but that they have been authorized in writing to act as agent for the persons responsible for such decision in certifying that such persons have not participated, and will not participate, in any action contrary to subsections (a) through (c), above, and as their agent does hereby so certify; and they have not participated, and will not participate, in any action contrary to subsections (a) through (c), above.

A proposal will not be considered for award where subsections (a), (c), (d) or (e), above, have been deleted or modified. Where (b) above has been deleted or modified, the proposal will not be considered for award unless the Proposer furnishes with the proposal a signed statement which sets forth in detail the circumstances of the disclosure and CU’s Sr. Director of Procurement &

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Sourcing, or their designee, determines that such disclosure was not made for the purpose of restricting competition.

14. Designation of Subcontractors The Proposer shall describe the qualifications of each subcontractor which it intends to use and the percentage and scope of the work which will be assigned to each of them. Resumes for the subcontractor’s key personnel must be included. CU encourages use of small businesses wherever viable. CU will need to vet and approve identified subcontractor(s).

Proposers who submit a proposal in response to this RFP are precluded from participation as a subcontractor with any other Proposers who submit a proposal for this RFP. However, subcontractors may be named on more than one (1) proposal. Subcontractors who are named in more than one proposal are prohibited from sharing information about one Proposer with another Proposer or utilizing such information to assist in the preparation of another proposal.

15. Payment Appropriate clarifications and additions to the Scope of Work may be made during negotiations with the successful Proposer. It is the intent of CU to enter into a Contract in which the Proposer will be paid pursuant to the terms of the Contract.

16. Insurance Requirements Proposer shall adhere to all insurance requirements stated in Attachment B, which are attached hereto and incorporated herein by reference.

17. Governmental Immunity No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended.

18. Conflicts of Interest Pursuant to CRS §§24-18-201 and 24-50-507, the signatories aver that to their knowledge, no employee of the University has any personal or beneficial interest whatsoever in the service or property described in this contract. Proposer has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Proposer’s services and Proposer shall not employ any person having such known interests.

19. Form of the Contract A condition of the Proposer’s response shall be that the contract resulting from the award to the Proposer shall be in the form required by current Colorado statutes, University of Colorado Procurement rules and Fiscal Procedures. The contract will include all such terms and conditions required by these statutes and rules. If the Proposer’s forms (or parts of forms) are included as attachments or exhibits in the final contract, the Proposer agrees that where there are contradictions or inconsistencies, the terms of the contract shall always supersede, manage, and control those of any such attachment or exhibit. Further, the terms of the solicitation and of the successful Proposer’s response to the solicitation (the “Response”) shall be incorporated into the final contract, with the contract taking precedence over either the solicitation or the Response, and the solicitation taking precedence over the Response in the event the documents conflict.

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The contract will state that Colorado law shall govern the contract and that the Proposer must agree to indemnify the University. A commercially reasonable version of the following language shall appear in the contract:

“The supplier shall indemnify, save, and hold harmless the University, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the supplier, or its employees, agents, subcontractor or assignees pursuant to the terms of this Contract”.

The University is precluded from indemnifying any parties, including proposers.

The contract shall include the “Special Provisions” which are required pursuant to the University of Colorado Fiscal Procedures. The “Special Provisions” are included with the Sample Agreement.

Proposer and the University agree to incorporate RFP requirements and Proposer’s Response into the resulting contract. In the event of any conflict or inconsistency among the following documents, the documents will control in the following order: (a) the contract, any addenda or exhibits, as amended from time to time, (b) the RFP including any attachments or addenda, and

(c) Proposer’s Response including any attachments and addenda.

20. Solicitation Response and Material Ownership All material submitted regarding this solicitation becomes the property of the University, unless otherwise noted in the solicitation.

21. Incurring Costs The University is not liable for any cost incurred prior to issuance of a legally executed contract or a purchase order. No property interest, of any nature shall occur until a contract is awarded and signed by all concerned parties.

22. Determination of the Responsibility of the Proposer The University of Colorado Procurement Rules state that a Purchasing Agent shall make purchases from, and award Contracts to, Responsible Proposers only. CU reserves the right to make its Proposer responsibility determination at any time in this solicitation process.

Factors to be considered in determining whether the standard of responsibility has been met include whether a Proposer has:

a. availability of the appropriate financial, material, equipment, facility, and personnel resources and expertise, or the ability to obtain them, necessary to indicate the capability to meet all contractual requirements;

b. a satisfactory record of performance;

c. a satisfactory record of integrity;

d. the legal authority to contract with CU; and

e. supplied all necessary information in connection with the inquiry concerning responsibility.

The Proposer shall supply information requested by CU via email concerning the Proposer’s responsibility. CU reserves the right to request further information as it deems necessary to determine the Proposer’s responsibility. If the Proposer fails to supply the requested information, RFP_F-0000000052 Page 20

CU shall base the determination of responsibility upon any available information or may find the Proposer non-responsible if such failure is unreasonable.

23. Amendment Process The successful Proposer will notify CU in advance of any expected charges due to general changes requested. The successful Proposer will submit a written amendment request which will contain an estimate of the additional charges for written approval. Work shall not proceed with the requested changes until a fully signed amendment is received by the successful Proposer from

CU.

24. Invoicing All out-of-pocket expenses such as production, subcontractor, messenger, and shipping charges will be billed at direct cost with no markup. The CU team must approve all invoices and expenses in advance before they are submitted for payment.

25. Procedure for Invoice Payments Successful Proposer will facilitate monthly review of invoices to deliverables received before invoices are submitted for payment and any burn rate to budget. If the pre-agreed upon deliverables are not 100% satisfactory to CU, then CU reserves the right to contest the invoice.

CU will provide a written explanation as to what deliverables were not met and both parties will agree to seek resolution. During this period CU may release partial payment for invoiced deliverables that were satisfied. Should partial payment be required, or a credit, a revised invoice and/or credit memo, based on deliverables met will be supplied by the successful Proposer.

26. Audit CU reserves the right to conduct a price verification review and/or contract compliance audit of the successful Proposer at least twice yearly and more often if deemed necessary. The successful Proposer shall be willing to provide information on cost without reservation. The purpose of conducting a routine price verification review is to confirm that the amounts invoiced are in accordance with the terms of the contract. Under normal circumstances CU will give a lead-time of approximately one month for routine price verification review for a period not exceeding six months prior to the audit date.

If during a price verification review sufficient irregularities are detected to cause concern on the part of CU, additional information may be requested including any history during the life of the contract.

If at any other time CU identifies any irregularities in the administration of the contract, or the successful Proposer as acted in such a way as to give just cause to suspect a violation of the contract, a price verification review and/or audit may be conducted with a minimum notice to investigate and correct a problem.

CU expects full restitution of any mistakes found to be in CU’s favor during an audit, and that full action is taken to correct any procedures that allowed the mistake to happen. Recurring discrepancies could result in termination of the contract.

27. Travel Expenses All travel must be pre-approved by CU. Reasonable travel, meals, and lodging expenses shall be charged in accordance with and shall not exceed State of Colorado travel, meal, and lodging

RFP_F-0000000052 Page 21 reimbursement guidelines applicable to employees of the State of Colorado (https://osc.colorado.gov/financial-operations/fiscal-rules-procedures/travel-fiscal-rule).

Certain Colorado travel policies cite the GSA policies, which are located here:

https://www.gsa.gov/travel/plan-book/per-diem-rates.

28. Non-Exclusive Agreement It is expressly understood that the resulting contract will not grant the Proposer an exclusive privilege to furnish to the University any or all types of products and services which are the subject of this agreement that the University may require. The University reserves the right to contract with others for the purchase of products and services that are identical to the products and services which are the subject of this RFP.

29. Non-Discrimination The Proposer shall comply with all applicable state and federal laws, rules and regulations involving non-discrimination based on race, color, religion, national origin, age, or sex.

30. News Releases Neither the University, nor the Proposer, shall make news releases pertaining to this RFP prior to execution of the contract without prior written approval.

31. Taxes The University of Colorado, as a public institution of higher education of the State of Colorado, is exempt from all federal excise taxes under Chapters 32 and 33 of the Internal Revenue Code and from all Colorado State and local government sales and use taxes (see C.R.S. 39-26-114(a) and 203).

For General Information: http://www.cu.edu/psc/tax-exempt-status-0 For Certificate Information: https://www.cu.edu/psc/policies/tax-exempt-certificates

32. Assignment and Delegation…