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Home My WebLink About20260654 Resolution Approve Proposal for Purchase of Security Cameras and Licensing Pursuant to State of Colorado Cooperative Price Agreement and Participating Addendum to NASPO ValuePoint Master Agreement — Long Building Technologies, Inc., dba Justice Systems Corporation Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and Whereas, the Board has been presented with a Proposal for the Purchase of Security Cameras and Licensing Pursuant to the State of Colorado Cooperative Price Agreement#198297 and the Participating Addendum to NASPO ValuePoint Master Agreement #99SWC-NV23-16267, between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and Long Building Technologies, Inc., dba Justice Systems Corporation, pursuant to Sections 5-4-100 and 5-4-80 of the Weld County Code, and Whereas, after review, the Board deems it advisable to approve said proposal, a copy of which is attached hereto and incorporated herein by reference. Now, therefore, be it resolved by the Board of County Commissioners of Weld County, Colorado, that the Proposal for the Purchase of Security Cameras and Licensing Pursuant to the State of Colorado Cooperative Price Agreement #198297 and'the Participating Addendum to NASPO ValuePoint Master Agreement #99SWC-NV23-16267, between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and Long Building Technologies, Inc., dba Justice Systems Corporation, pursuant to Sections 5-4-100 and 5-4-80 of the Weld County Code be, and hereby is, approved. cc:puR.,8G(Pof E) 2026-0654 03/27/24 BG0028 Proposal for Purchase of Security Cameras and Licensing Pursuant to State of Colorado Cooperative Price Agreement and Participating Addendum to NASPO ValuePoint Master Agreement— Long Building Technologies, Inc., dba Justice Systems Corporation Page 2 The Board of County Commissioners of Weld County, Colorado, approved the above and foregoing Resolution, on motion duly made and seconded, by the following vote on the 23rd day of March, A.D., 2026: Scott K. James, Chair: Aye ror��, Jason S. Maxey, Pro-Tem: Aye 1�. Perry L. Buck: Aye I Lynette Peppler: Aye � � 14144 Kevin D. Ross: Excused 4.4 Approved as to Form: �. 14 . 0 Bruce Barker, County Attorney Attest: Esther E. Gesick, Clerk to the Board 2026-0654 BG0028 FACILITIES DEPARTMENT \ PHONE: (970) 400-2020 ;�. Et; (970) 304-6532 V C o U N T Y WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 March 19, 2026 To: Board of County Commissioners From: Patrick O'Neill Subject: Security Cameras Replacement for EOL and Projects The Facilities Department is in need of purchasing security cameras that have reached their end of life as well as security cameras that are needed for the upcoming 2026 construction projects. Weld County Code Section 5-4-100 titled Cooperative Purchasing allows the Board of County Commissioners to accept any of the state bids without rebidding the same goods/services at the discretion of the Board of County Commissioners or the Department of Purchasing. Further, Weld County Code Section 5-4-80 titled Expenditures Not Requiring a Procurement Process. Item 26 in this section identifies "items purchased from current state, federal, GSA or other cooperative contracts" are exempt and may be purchased directly from those sources. LONG Building Technologies dba Justice Systems Corporation has a State of Colorado participating addendum contract No. 198297 using the NASPO Value Point Master Agreement No. 99SWC-NV23-16267 to provide this equipment. Therefore, the Facilities Department recommends awarding this contract to LONG Building Technologies in the amount of$139,192.88. Patrick O'Neill Director 2026-0654 3/Z3 136 (M Z� L k; N G' Long live your building! To: Will Hopkins Date: 03/17/2026 Company: Weld County Facilities Payment Terms: Net 30 with credit approval Regarding: Camera and Licensing Box Sale Order Acceptance: Conditional terms and conditions attached. If you do not have them, please request a copy. Overview: Weld County requested a box sale for(30)P3275-LV indoor domes,(120)P3275-LVE outdoor domes,(120) outdoor cap adapters, (120) outdoor wall mounts, (20) 1TB SD cards for elections cameras, (150) QVMS licenses, and (120) QVMS 1-year SMA. This proposal is a box sale, and does not include any installation labor. The cameras will be drop shipped to 1105 H Street in Greeley and the camera license keys will be provided to Weld County via email. NASPO State Contract: This pricing is proposed under Colorado State Master Contract No. contract #198297 for Security Technology Services, as agreed to and effective between LONG and Colorado State DES. Bill of Materials: Part Number Description Cost Markup Price Qty Ext.Price QVMS Enteprise Camera License OC-ENT-1C $176.00 15% $202.40 150 $30,360.00 QVMS 1-Year SMA OC-ENT-1C-SMA-E-I $2.59 15% $2.98 150 $446.78 Axis Indoor Dome Camera P3275-LV $465.50 15% $535.33 30 $16,059.75 Axis Outdoor Dome Camera P3275-LVE $557.50 15% $641.13 120 $76,935.00 Axis Pendant Kit for Outdoor Cameras T94K01D $33.60 15% $38.64 120 $4,636.80 Axis Wall Mounts T91E61 $33.60 15% $38.64 120 $4,636.80 Axis 1TB SD Cards AXC-0236600102366-001 $244.25 15% $280.89 20 $5,617.75 Subtotal $138,692.88 Admin Labor $100.00 5 $500.00 Tax Excluded Total $139,192.88 All pricing includes applicable shipping and NASPO administrative fees in accordance with Master Agreement terms \NG TEA, 41. p YEARS 7965 2(Y‘'' N GThi Long live your building! Clarifications: • State Contract: This pricing is proposed under Colorado State Master Contract No. 198297 for Security Technology Services, as agreed to and effective between LONG and Colorado State DES • This proposal is valid for 15 days • Taxes are fully excluded from this proposal • This is a box sale and does not include any installation labor. The cameras will be drop shipped directly to Weld County. TERMS AND CONDITIONS OF SALE -SECURITY SYSTEMS (1) OFFER AND ACCEPTANCE: LONG Building Technologies,Inc.(LONG)offers to sell the materials,equipment and services indicated in strict accordance with the terms and conditions stated herein.Submittal of a Purchase Order,contract or execution of this offer by Buyer,or allowing LONG to commence work shall be deemed an acceptance of this offer,which offer and acceptance shall constitute a legally enforceable contract between Buyer and LONG. Any additional or differing terms and conditions contained on Buyer's Purchase Order or contract(whether or not such terms materially alter this offer)are hereby rejected by LONG and shall not become part of the contract between buyer and LONG unless expressly consented to in writing by LONG.This offer is subject to acceptance within 30 days after date proposed and is based on all work being performed during regular working hours unless stated differently in the offer. (2) PRICE POLICY:Quotations are subject to acceptance within fifteen(15)days from the date of quotation. (3) TERMS: Terms of Payment for goods shipped and/or services rendered hereunder shall be NET 30 days on RECEIPT of INVOICE. LONG reserves the right to add to any account outstanding more than thirty(30)days a charge of one and one-half(1 1/2%)percent of the principal amount due at the end of each additional thirty(30)day period. (4) INVOICING:LONG reserves the right to issue partial,progress or complete INVOICES as material is furnished and as services are rendered. (5) PERFORMANCE:LONG shall not be liable for delays in delivery of equipment or performance of services hereunder where such failure or delay is due to the disapproval of the LONG Credit Department,strikes,fires,accidents,national emergency,failure to secure materials from the usual sources of supply,or any other circumstances beyond the control of LONG, whether of the causes enumerated above or not,which shall prevent LONG from making deliveries or performing services in the usual course of business.In the event of the disapproval of the LONG Credit Department or the occurrence of any of the above,LONG may,at its sole option,cancel Buyer's Purchase Order or contract without any liability on the part of LONG. Alternatively,LONG may extend the time for its performance by a period equal to the duration of the cause underlying LONG's failure or delay.Receipt of the equipment or services by Buyer upon its delivery shall constitute a waiver of all claims for delay. (6) TAXES:Prices quoted are exclusive of taxes unless specifically stated differently in the scope of work proposal.The amount of any present or any future occupation,sales,use,service, excise or other similar tax which LONG shall be liable for either on its own behalf or on the behalf of the Buyer,with respect to any orders for machinery or services,shall be in addition to the billing prices quoted and be paid by the Buyer. (7) WARRANTY: LONG guarantees its security control work and all materials of LONG's manufacturers against defects in workmanship and material for 365 days from date of substantial completion of the work and will repair or replace such products or components as LONG finds defective.This warranty does not include the cost of overnight or emergency shipping or transportation involved in supplying replacements for defective components. On machinery and materials furnished,LONG will extend the same guarantee it receives from the manufacturer.THE WARRANTY AND LIABILITY SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES,EXPRESS OR IMPLIED,IN LAW OR IN ACT,INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES CONTAINED HEREIN SET FORTH BUYER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A DEFECT IN WORKMANSHIP OR MATERIALS. (8) PATENTS:If there is brought against the Buyer any suitor proceeding based on a claim that an apparatus,or any part thereof,furnished under this contract constitutes an infringement of any patent of the United States,and LONG is notified promptly in writing and given authority,information and assistance by the Buyer for the defense of same,LONG will defend same and pay all expenses and costs which may be awarded therein against the Buyer.In the event that the Buyer has complied with the conditions just stated and the apparatus,or any part thereof,is held to constitute infringements and its use is enjoined,LONG,in lieu of all other liability except as above stated will,at its own expense,either procure for the Buyer the right to continue using said apparatus,or replace same with noninfringing apparatus,or modify it so it becomes noninfringing,or remove said apparatus and refund the purchase price thereof,but LONG's liability shall in no case exceed the purchase price of said infringing apparatus. (9) LIMITATION OF LIABILITY:All claims,causes of action or legal proceedings against LONG arising from LONG's performance under this contract must be commenced by Buyer within the express warranty period specified under Paragraph 6 hereof.Failure to commence any such claim,cause of action or legal proceeding within such period shall constitute a voluntary and knowing waiver thereof by Buyer. IN NO EVENT SHALL LONG'S LIABILITY FOR DIRECT OR COMPENSATORY DAMAGES EXCEED THE PAYMENTS RECEIVED BY LONG FROM BUYER UNDER THE INSTANT CONTRACT,NOR SHALL LONG BE LIABLE FOR ANY SPECIAL,INCIDENTAL,LIQUIDATED,ASSESSED OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS ON DAMAGES SHALL APPLY UNDER ALL THEORIES OF LIABILITY OR CAUSES OF ACTION,INCLUDING BUT NOT LIMITED TO CONTRACT,WARRANTY,TORT OR STRICT LIABILITY. (10) DELIVERY: Execution and shipping dates are approximate only. No execution or shipping dates requested or specified by Buyer will be binding on LONG unless such request or specifications is specifically agreed to in writing by an officer of LONG.Shipment shall be F.O.B.factory freight allowed,with title passing to Buyer upon delivery to the carrier by LONG or the equipment manufacturer if applicable. (11) CANCELLATION:LONG reserves the right to collect cancellation charges(including,but not limited to,all costs and expenses incurred,plus reasonable overhead and profit against any cancelled order or contract). (12)DISPUTES AND CHOICE OF LAWS:This contract shall be deemed to have entered into and shall be governed by the laws of the State of Colorad.All claims,disputes and controversies arising out of or relating to this contract,or the breach thereof,shall,in lieu of court action,be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association,and any judgement upon the award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof.The site of the arbitration shall be Denver,CO,unless another site is mutually agreed between the parties.The parties agree that any party to the arbitration shall be entitled to discovery of the other party as provided by the Federal Rules of Civil Procedure;provided,however,that any such discovery shall be completed within four(4)months from the date the Demand for Arbitration is filed with the American Arbitration Association. Tfc, ojrr Z G� O YEARS 7965-20 L ` ► NG" Long live your building! (13) COSTS TO LONG: In the event it becomes necessary for LONG to incur any costs or expenses in the collection of monies due to LONG from Buyer,or to enforce any of its rights or privileges hereunder,Buyer,upon demand,shall reimburse LONG for all such costs and expense(including,but not limited to,reasonable attorney's fees). (14) ENTIRE AGREEMENT:These terms and conditions,and the matter set forth on the face of LONG's offer to sell,constitute the entire agreement between LONG and Buyer. No course of dealings or performances,or prior,concurrent or subsequent understandings,agreements of representations become part of this contract unless expressly agreed to in writing by an authorized representative of LONG. (15) ASSIGNMENT:Buyer shall not assign this contract or any interest therein without the prior written consent of LONG.Any actual or attempted assignment without LONG's consent shall entitle LONG,at its sole option,to cancel this contract and,In such event,LONG shall be entitled to payment for all work performed and materials furnished to the date of cancellation, as well as reasonable compensation for lost income and profits. \NG TES-. oo Lo 2 to fC O YEARS 7965 2O'\'' 6/9/25,9:40 AM bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/0=C0_STATE!!co%SCPriceAwd.nsf&... Agreement#: 198297 State of Colorado Price Agreement Classification: PERMISSIVE Status: Current Duration of Agreement: Period Covered: Options: May 9,2025 To Jul 31,2028 Option to Renew for 4 More Year(s) cegQryi Security&Fire Protection Services Department of Personnel and Administration State Purchasing Office Commodity Code: 1525 Sherman Si,3rd Floor Commodity Security&Fire Protection Services Denver,CO 80203 Description: Mandy Zila at (303)866-6100 email:mandy.zila@state.co.us Ordering/Contact Information Small Business: Yes Minority Owned: Woman Owned: Company: LONG Building Technologies dba Justice Systems Doing Business As: Contact: Richard Coleman Contact Email: rcoleman@long.com Order Number: Toll Free/Cell Number: 303-975-2100 Fax: Payment Terms: Address: F.O.B.: City,State,ZIP: Delivery: Quote Email: v How To Order/Agreement Prices LONG Building Technologies dba Justice Systems is authorized under the NASPO ValuePoint Master Agreement#99SWC-NV23- 16267 to provide services under the Security&Fire Protection Services category. ORDERING AND PRICING: LONG Building dba Justice Systems is listed on the State's landing page on the following website:https://www.naspovaluepoint.org/portfolio/security-fire-protection-services-2023-2032/long-building-technologies-dba- justice-systems/ For all purchase orders issued against this contract,the following must be shown on the PO:Colorado State Contract #198297/NASPO Files: Lei application/pdf 8,778 KB Justice Systems Master Agreement.pdf application/pdf 2,477 KB Participating Addendum with Justice Systems_Signed.pdf tm application/pdf 211 KB Pricing-Justice Systems.pdf Contract Status: -select- Vendor Insurance Certificate Expiration Dates Workers'Comp: General Liability: Other Insurance: Other Insurance Description: Not applicable Not applicable Not applicable Files: v Additional Attachments Flies: Conditions Of Agreement This Agreement results from the following solicitation: Number: Files: Amendments: https://www.bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=C0 STATE!!co%5CPriceAwd.nsf&docu... 1/2 6/9/25,9:40 AM bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATE!!co%5CPriceAwd.nsf&... Amendment Number: Amendment Effective On: Reason For Amendment: Amendment History: https://www.bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/0=C0 STATE!!co°/5CPriceAwd.nsf&docu... 2/2 CMS# 198297 PARTICIPATING ADDENDUM to NASPO ValuePoint Security and Fire Protection Services Administered by the State of Nevada with LONG Building Technologies, dba Justice Systems Corporation Master Agreement No. 99SWC-NV23-16267 And The State of Colorado Contract # 198297 1. PARTIES AND SCOPE This Participating Addendum, including all of its attached exhibits and other documents incorporated by reference(the"Participating Addendum"), is entered into by and between LONG Building Technologies, dba Justice Systems Corporation (the "Contractor"), and the State of Colorado (the "State"). This Participating Addendum covers participation in the Security and Fire Protection Services Master Agreement led by the State of Nevada(the"Master Agreement"), for use by State agencies and other entities located in Colorado which are authorized by law to utilize State contracts with the prior approval of the State Purchasing Director. The specific Goods and Services provided under the Master Agreement are listed in Exhibit C Products and Price List of this agreement. 2. PARTICIPATION Agencies, political subdivisions and other entities (including cooperatives) authorized by the State's statutes to use State contracts may make purchases under this Participating Addendum as of its Effective Date. Issues of interpretation and eligibility for participation are solely within the authority of the Chief Procurement Officer. 3. STATE MODIFICATIONS TO MASTER AGREEMENT AND APPLICABILITY To the extent not modified by this Participating Addendum and all its exhibits, the Master Agreement and all its terms and conditions shall apply to this Participating Addendum. If any term of this Participating Addendum conflicts with the Master Agreement, then this Participating Addendum shall control for all transactions between the State and the Contractor under this Participating Addendum. All terms defined in the Master Agreement shall have the meaning given to them in the Master Agreement, except for those terms specifically defined differently in this Participating Addendum. 4. LEASE AGREEMENTS 5. PRIMARY CONTACTS AND PERSONNEL RESPONSIBILITIES The primary contacts for this Participating Addendum are the individuals named in this section. Either Party may change its primary contacts or primary contacts contact information by notice submitted to the other party in writing no later than 5 days following the date on which the change Contract Number: 198297 Page 1 of 29 Version 04112024 CMS# 198297 occurs, without a formal amendment to this Participating Addendum. The Contractor's primary contact shall be ultimately responsible for ensuring that all Goods are delivered and all Services are completed in accordance with this Participating Addendum. Primary Contact for the State: Primary Contact for the Contractor: Mandy Zila Richard Coleman Colorado State Purchasing&Contracts Office LONG Building Technologies,dba Justice Systems,LLC 1525 Sherman Street,3`d Floor 5001 S.Zuni St. Denver,CO 80203 Littleton,CO 80120 303-975-2100 Mandy Zila@state.co.us rcoleman@long.com Each individual identified in this§5 of the Participating Addendum shall be the primary contact of the designating Party. All notices required or permitted to be given under this Participating Addendum shall be in writing and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party's primary contact at the address set forth above or(C) as an email with read receipt requested to the primary contact at the email address, if any, set forth above. If a Party delivers a notice to another through email and the email is undeliverable then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's primary contact at the address set forth above. Unless otherwise provided in this Participating Addendum,notices shall be effective upon delivery of the written notice. In addition to the primary contact in this section, the Contractor shall also provide an individual who is ultimately responsible for the creation and submission of the quarterly volume report described in Exhibit A of this Participating Addendum. This individual, as named in this section, shall ensure that all required quarterly volume reports are accurate and delivered by the appropriate due date for that quarterly volume report. The Contractor may change this individual or their contact information by notice submitted to the other party in writing no later than 5 days following the date on which the change occurs,without a formal amendment to this Participating Addendum. Individual Responsible for Quarterly Volume Report Creation and Submission: Richard Coleman LONG Building Technologies,dba Jusctice Systems LLC 5001 S.Zuni St. Littleton,CO 80120 303-975-2100 rcoleman@long.com 6. SUBCONTRACTORS The Contractor may only use Subcontractors, as defined in Exhibit A.§4,under this Participating Addendum if the State has provided written approval for the Contractor to use that Subcontractor. All such approved Subcontractors authorized in the State of Colorado, as shown on the dedicated Contractor website, are approved to provide sales and service support to the State and any Purchasing Entity in the State. The Contractor's Subcontractor's participation shall be in accordance with the terms and conditions set forth in the Master Agreement and this Participating Addendum,as appropriate. Contract Number: 198297 Page 2 of 29 Version 04112024 vwwaIyn CI 11/011Jpe L. wr`MVUJIJ JacC-•wuM-Vurw-uroal.oarar s r CMS# 198297 7. ORDERS Any Order placed by a Purchasing Entity in the State of Colorado for a Good or Service available under this Participating Addendum shall be deemed to be a sale (and governed by the prices and other terms and conditions) under the Master Agreement and this Participating Addendum unless the parties to the Order agree in writing that another contract or agreement applies to such Order or the terms of that Order control to the extent that they conflict with the terms of the Master Agreement or this Participating Addendum. 8. ORDER OF PRECEDENCE AND ATTACHED EXHIBITS All of the exhibits listed in this section are attached to this Participating Addendum and are incorporated herein by reference. In the event of a conflict or inconsistency between this Participating Addendum and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: A. Colorado Special Provisions in§21 of Exhibit A, State Specific Terms B. Exhibit E, Information Technology Provisions C. The provisions of this Participating Addendum D. All other sections of Exhibit A, State Specific Terms E. Exhibit B, Statement of Work F. Exhibit C,Products and Price List G. Exhibit F,PII Certification Notwithstanding anything to the contrary herein, the State and Purchasing Entities shall not be subject to any provision incorporated in any terms and conditions appearing on Contractor's or Subcontractor's website, any provision incorporated into any click-through or online agreements, or any provisions incorporated into any other document or agreement between the Parties that(i) requires the State to indemnify or hold harmless Contractor or any other party, (ii) is in violation of State law as, regulations, rules, fiscal rules, policies, or other State requirements as deemed solely by the State or(iii) is contrary to any of the provisions incorporated into Exhibit A, §20 or the main body of this Participating Addendum. Contract Number. 198297 Page 3 of 29 Version 04112024 LJU1iUJIVI I CI IYtlIUtltl IL/. I 1.1411V;J:JU-UJGC-YYU.7-VUMLJ-:Jr DOVOJM,I,r CMS# 198297 THE PARTIES HERETO HAVE EXECUTED THIS PARTICIPATING ADDENDUM CONTRACTOR STATE OF COLORADO LONG Building Technologies,dba Justice Systems,LLC Jared Polis,Governor Name:Archie Worthen Department of Personnel and Administration State Purchasing and Contracts Office Title:Vice President Docusign.d by: To dipi,Executive Director B : Archie Worthen ,6 ( ._,.o y 1A98383072954FA.. By � U",At''^ Sherri Mazwe l,° a tocurement Officer,or 5/6/2025 John Chapman,State Purchasing Manager Date: 5/6/2025 Date: STATE OF COLORADO Governor's Office of Information Technology In accordance with§24-30-202,C.R.S.,if this Contract is for a Major Information Technology Project,this Contract is not valid until signed and dated below by the Chief Information Officer or an authorized delegate. STATE CHIEF INFORMATION OFFICER David Edinger,ChiefhrfiTtendittiMPlOfficer and Executive Director 1110 By: 4235907390r1400_ Alex Monts CFO Name&Title: Date: 5/9/2025 ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER In accordance with§24-30-202,C.R.S.,this Participating Addendum is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros,CPA,MBA,JD &Me. oeuSigned by: rcw.✓� By: RRSRRQRrY'IJId90 Nathan Manley State Controller Delegate Name&Title: Controller Delegate 5/9/2025 Effective Date: Contract Number: 198297 Page 4 of 29 Version 04112024 I.JUbU,I9II I-IIYGIUJV IV. IVn/soJJV'VJVL17Jo'oSlw-JI �J..JJtn I I CMS# 198297 PARTICIPATING ADDENDUM EXHIBIT A STATE SPECIFIC TERMS 1. PARTIES AND SCOPE 1 2. PARTICIPATION 1 3. STATE MODIFICATIONS TO MASTER AGREEMENT AND APPLICABILITY 1 4. LEASE AGREEMENTS 1 5. PRIMARY CONTACTS AND PERSONNEL RESPONSIBILITIES 1 6. SUBCONTRACTORS 2 7. ORDERS 3 8. ORDER OF PRECEDENCE AND ATTACHED EXHIBITS 3 1. AUTHORITY 5 2. PURPOSE 5 3. TERM 6 4. DEFINITIONS 7 5. STATEMENT OF WORK 9 6. PAYMENTS TO CONTRACTOR 10 7. PAYMENTS TO STATE 12 8. REPORTING-NOTIFICATION 12 9. CONTRACTOR RECORDS 14 10. CONFIDENTIAL INFORMATION-STATE RECORDS 15 11. CONFLICTS OF INTEREST 16 12. INSURANCE 17 13. LIMITATION OF CONTRACTOR'S LIABILITY TO STATE 18 14. BREACH OF CONTRACT 19 15. REMEDIES 19 16. DISPUTE RESOLUTION 21 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 22 18. OBLIGATIONS AND RIGHTS IN THE EVENT OF TERMINATION OF ORDER OR CONTRACT 22 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 23 20. GENERAL PROVISIONS 23 21. COLORADO SPECIAL PROVISIONS(COLORADO FISCAL RULE 3-3) 27 EXHIBIT B -STATEMENT OF WORK 1 EXHIBIT C - PRODUCTS AND PRICE LIST 1 EXHIBIT E- INFORMATION TECHNOLOGY PROVISIONS 1 EXHIBIT F- PII CERTIFICATION 1 1. AUTHORITY Authority to enter into this Participating Addendum exists in the Colorado Procurement Code, §24- 102-202, C.R.S. and 1 CCR 101-9 R-24-102-202-01.,and its associated rules. 2. PURPOSE The Parties are entering into this Participating Addendum for the Contractor to provide Security Contract Number: 198297 Page 5 of 29 Version 04112024 UVI:UDIIyII GIIVCIUIJ IIJ. IVYII.7JJU-UJC C-'+$LJ ' :)MIJ J( DM.°JYJI/r CMS# 198297 and Fire Protection Services to Purchasing Entities. The Contractor was selected as a result of State Price Agreement. 3. TERM A. Initial Term-Work Commencement The Parties' respective performances under this Participating Addendum shall commence on the Effective Date and shall be co-terminus with NASPO ValuePoint Master Agreement 99SWC-NV23-16267. Unless this Participating Addendum is terminated earlier, as described herein, or the State cancels its participation as described in the Master Agreement (the "Term"), the term of the Participating Addendum shall follow the Master Agreement initial term and will be automatically extended beyond the initial term if the Master Agreement term is extended(See Section 3.B.). B. Extension of Term If the term of NASPO ValuePoint Master Agreement is extended for any reason,the Term of this Participating Addendum shall be automatically modified to account for that extension, so long as such extension complies with the Colorado Procurement Code. C. End of Term Extension If this Participating Addendum approaches the end of its Initial Term,or any Extension Term then in place, the State, at its discretion,upon written notice to Contractor's primary contact listed in §5 of the Participating Addendum and in accordance with §5 of this Participating Addendum,may unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months (an"End of Term Extension"),regardless of whether additional Extension Terms are available or not. The provisions of this Participating Addendum in effect when such notice is given shall remain in effect during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution of a replacement contract or modification extending the total term of this Participating Addendum. D. Order Term Orders may only be placed prior to the expiration or earlier termination of this Participating Addendum, but may have a delivery date or performance period that extends no longer than 120 calendar days following that expiration or earlier termination date. Regardless of whether this Participating Addendum has expired or has been terminated,the Contractor shall comply with all Orders that extend past the expiration or termination, as described in this section, and all requirements of this Participating Addendum necessary to complete outstanding Orders shall survive the expiration or termination of this Participating Addendum until all Orders are complete. E. Early Termination in the Public Interest The State is entering into this Participating Addendum to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. A determination that this Contract should be terminated in the public interest shall not be equivalent to a State right to terminate for convenience. This subsection shall not apply to a termination of this Participating Addendum by the State for breach by Contractor, which shall be governed by §15.A.i. i. Method and Content Contract Numbcr: 198297 Page 6 of 29 Version 04112024 CMS# 198297 The State shall notify Contractor of such termination in accordance with §5 of this Participating Addendum. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Participating Addendum,and shall include, to the extent practicable,the public interest justification for the termination. ii. Obligations and Rights Upon receipt of notice for termination in the public interest, Contractor shall be subject to the rights and obligations set forth in§15. iii. Payments If the State terminates this Participating Addendum in the public interest, the Purchasing Entities shall pay Contractor according to their orders with the Contractor. The sum of any and all payments shall not exceed the maximum amount payable to Contractor under each order. 4. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Administration Fee" means the fee that is due to the State for the administration of this Participating Addendum, as described in§7.A. of this Exhibit A. B. "Breach of Contract" means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor,or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under§24-109-105,C.R.S. at any time during the term of this Contract,then such debarment or suspension shall constitute a breach. C. "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 §24-11-101(1), C.R.S. D. "Ceiling Price" means the maximum price a Contractor or a Subcontractor may charge for a Good or Service under this Participating Addendum. E. "Chief Procurement Officer"means the individual to whom the Executive Director of the Department of Personnel & Administration has delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the procurement of all supplies and services needed by the State. F. "Confidential Information" means any and all information that is normally considered confidential in nature, and includes, but is not limited to, all State Records not subject to disclosure under the Colorado Open Records Act, §§24-72-200.1,et seq.,C.R.S. ("CORA"). G. "Contract" means this Participating Addendum, including all attached Exhibits, all documents incorporated by reference, all referenced statutes,rules and cited authorities, and any future modifications thereto. H. "Contract Funds"means the funds that have been appropriated,designated,encumbered,or otherwise made available for payment by a Purchasing Entity for Orders placed under this Participating Addendum. Contract Number: 198297 Page 7 of 29 Version 04112024 uuliut/Iy11 G IIVelu4/C ILO. IVY/1.7JJ(YVJCC-YYLIV-0J,11J-Jr O.YVO.Y/J//r CMS# 198297 I. "CORA"means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S. J. "Effective Date"means the date Contract is signed by the State Controller or their designee. K. "End of Term Extension"means the time period defined in§3. C.of this Exhibit A. L. "Environmentally Preferable Products" means products that have a lesser or reduced adverse effect on human health and the environment when compared with competing products that serve the same purpose, as defined in §24-103-904, C.R.S. M. "Exhibits"means the following exhibits attached to this Contract: i. Exhibit A, State Specific Terms. ii. Exhibit B, Statement of Work. iii. Exhibit C, Products and Price List iv. Exhibit E, Information Technology Provisions v. Exhibit F, PII Certification N. "Extension Term"means the time period defined in§3. B. O. "Goods"means any movable material acquired, produced,or delivered by Contractor as set forth in this Participating Addendum and shall include any movable material acquired, produced, or delivered by Contractor in connection with the Services. P. "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, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State system or State Information regardless of where such information is located;(ii)unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State's knowledge,instruction, or consent. Q. "Initial Term"means the time period defined in§3.A of this Exhibit A. R. "Order" means any delivery order, purchase order, contract, agreement or other binding document used by a Purchasing Entity to order the Goods and Services described in this Participating Addendum from the Contractor, and shall include any modification to such a document. S. "Party"means the State or Contractor,and"Parties"means both the State and Contractor. T. "Purchasing Entity"means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entity U. "Services"means the services to be performed by Contractor as set forth in this Participating Addendum, and shall include any services to be rendered by Contractor in connection with the Goods. Contract Number: 198297 Page 8 of 29 Version 04112024 LJu.:ubsyII CIIVeiupe IV. IUYMyJ IU'JJCCr•11JU-DJ/VJ-J1- Vcr.rs I r CMS# 198297 V. "State Confidential Information"means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PCI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State,which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or(v)was independently developed without reliance on any State Confidential Information. W. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13) (a), C.R.S. X. "State Fiscal Year"means a 12-month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. Y. "State Records" means any and all State data, information, and records, regardless of physical form, including,but not limited to, information subject to disclosure under CORA. Z. "Subcontractor" means third-parties, if any, engaged by Contractor pursuant to §20.B. to aid in performance of the Work. The term"Subcontractor"includes,without limitation,any dealers, distributors, partners or resellers engaged by the Contractor to perform the Work. AA. "Total Value of the Contract" means the total amount spent under all Orders by all Purchasing Entities through use of this Participating Addendum, either through issuance of an additional Contract or Purchase Order. BB. "Work"means the Goods delivered and Services performed pursuant to this Contract. CC. "Work Product"means the tangible and intangible results of the Work,whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product"does not include any material that was developed prior to the Effective Date that is used,without modification, in the performance of the Work. Any other term used in this Participating Addendum that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 5. STATEMENT OF WORK Contractor shall complete the Work as described in this Participating Addendum and in accordance with the provisions of Exhibits B and C, and D with any Purchasing Entity's Order. Contractor personnel shall work cooperatively with State and Purchasing Entity staff to ensure the completion of the Work. A. Ordering and Order Fulfillment i. Ordering a. Contractor shall provide a complete and accurate Internal Revenue Service form W9 to the State prior to accepting an Order from any Purchasing Entity. Upon a Contract Number: 198297 Page 9 of 29 Version 04112024 ✓Vt.UJ141 I GI I V OIt/pC I✓. I 4./.1"*JJ V'VJGC'fY V V-a.,r LrJU LIJV OJYJ I I r CMS# 198297 request by a Purchasing Entity, Contractor shall provide a complete and accurate Internal Revenue Service form W9 to that Purchasing Entity. b. Each Purchasing Entity may complete an Order in accordance with its own rules and policies, as available to Contractor, using the appropriate documentation for that organization to issue an Order. c. Contractor shall communicate directly with each Purchasing Entity related to that Purchasing Entity's Orders. d. Contractor shall ensure that all Orders it accepts have the proper information contained in them for Contractor to be able to comply with all reporting requirements of this Exhibit A. e. If Contractor provides for Ordering through an internet-based portal or electronic catalog, Contractor shall maintain all of Contractor's necessary hardware, software, backup-capacity and network connections required to operate that internet-based portal or electronic catalog. f. Contractor's internet-based portal and electronic catalogs shall clearly designate that they are part of this Participating Addendum and shall have a link to the State's designated web location, as determined by the State. Contractor shall ensure that all Environmentally Preferable Products are clearly listed on internet- based portal and electronic catalogs. g. If Contractor provides an internet-based portal or electronic catalog, Contractor shall also provide paper catalogs or catalogs on other digital media upon request by a Purchasing Entity. h. If Contractor's catalog will be either hosted on or accessed through the State's eCommerce system, when available, then Contractor shall comply with all policies,procedures and directions from the State in relation to hosting its catalog on or making its catalog accessible through that system. Contractor shall ensure that all information made available through the State's eCommerce system is accurate and complies with this Participating Addendum. 6. PAYMENTS TO CONTRACTOR A. Payments Under Orders i. Contractor shall allow the State and Purchasing Entities to use a procurement card or other credit card to make payments under any Order, in addition to any other payment procedure available to the State or Purchasing Entity. ii. The State shall not pay any amount to Contractor under this Participating Addendum unless the State issues an Order, at which time it shall pay Contractor in accordance with that Order. The State shall not be responsible for payment under any Order that is issued by a Purchasing Entity that is not the State, and the Contractor shall seek no payment or other compensation from the State for any Work performed under any Order issued by a Purchasing Entity that is not the State. B. Payment Procedures i. Invoices Contract Number: 198297 Page 10 of 29 Version 04112024 CMS# 198297 Contractor shall invoice each Purchasing Entity in accordance with that Purchasing Entity's Order. Contractor shall not invoice the State under any Order unless the State issued that Order. Contractor shall allow 45 days for the State and Purchasing Entities to pay an invoice following the receipt of the invoice,unless the State or a Purchasing Entity specifically agrees to a shorter time in an Order. State law and regulations provide that State payments made within 45 days are not considered delinquent, and unless otherwise agreed, State Purchasing Entities will pay interest on any unpaid balance beginning on the 45th day at the rate of 1% per month until paid in full; provided,however,that interest shall not accrue on unpaid amounts that are the subject of a good faith dispute regarding the obligation to pay all or a portion of the liability. Contractor shall invoice State Ordering Entities separately for accrued interest on delinquent amounts due.The billing shall reference the delinquent payment,the number of day's interest to be paid, and the applicable interest rate. (§ 24-30-202(24), C.R.S., as amended.) ii. Payment Disputes Unless different procedures are specified in an Order, if Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify the Purchasing Entity issuing the Order in writing of its dispute within 30 days following the earlier to occur of Contractor's receipt of the payment or notification of the determination or calculation of the payment by that Purchasing Entity. The Purchasing Entity will review the information presented by Contractor and may make changes to its determination based on this review. The calculation, determination or payment amount that results from the Purchasing Entity's review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the Purchasing Entity has concluded its review, and the Purchasing Entity shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iii. Available Funds-Contingency-Termination of Order Purchasing Entities, except for authorized non-profit entities, are prohibited by law from making commitments beyond the term of the current Purchasing Entity's Fiscal Year. Payment to Contractor beyond the current Purchasing Entity's Fiscal Year is contingent on the appropriation and continuing availability of Contract Funds in any subsequent year(See Colorado Special Provision). If federal funds,non-State funds or funds from any other source constitute all or some of the Contract Funds,the Purchasing Entity's obligation to pay Contractor shall be contingent upon such funding continuing to be made available for payment. Orders under this Participating Addendum shall be made only from Contract Funds,and the Purchasing Entity's liability for such payments shall be limited to the amount remaining of such Contract Funds. If State, federal or other Purchasing Entity funds are not appropriated,or otherwise become unavailable to fund an Order under this Participating Addendum, the Purchasing Entity may, upon written notice, terminate the Order, in whole or in part, without incurring further liability. The Purchasing Entity shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination of Order. A State Purchasing Entity Order termination shall otherwise be treated as if the Order was terminated in the public interest as described in §3.E.of this Exhibit A. Contract Number: 198297 Page 11 of 29 Version 04112024 CMS# 198297 The Purchasing Entity may effect such termination by giving Contractor a written notice of termination, to the Contractor's primary contact in accordance with§5 of the Participating Addendum, and by paying to Contractor any amounts which are due and have not been paid through the last day of the Fiscal Year for which appropriated funds are available. The Purchasing Entity shall endeavor to give notice of such termination not less than 30 days prior to the day of non-availability of funds, and shall notify Contractor of any anticipated termination. iv. Discount and Delinquency Period Any applicable cash discount period or delinquency period for the amounts shown on an invoice shall begin on the date the Purchasing Entity's approves of the invoice, or from the date of receipt of acceptable Goods or Services at the specified destination by an authorized Purchasing Entity representative,whichever is later. 7. PAYMENTS TO STATE Administrative Fees A. Each State Fiscal Year quarter, Contractor shall, using a form as directed by the State, calculate an Administrative Fee equal to 1%of the total sales made under Orders during that State Fiscal Year quarter. Contractor shall pay the State the Administrative Fee for each State Fiscal Year quarter within 45 days following the end of that State Fiscal Year quarter. B. Contractor shall remit all administrative fees to the State's primary contact identified in §5 of the Participating Addendum and with the payee as"State of Colorado". 8. REPORTING—NOTIFICATION A. Volume Reporting The State will use a centralized method of tracking volume. Contractor shall provide a quarterly volume report to the State's primary contact identified in §5 of this Participating Addendum within 30 calendar days following the end of the State Fiscal Year quarter that the report covers. The quarterly volume report shall be submitted in a form as directed by the State,which may be modified by the State from time to time. The quarterly volume report shall contain, at a minimum, all of the following: i. A summary volume report that includes, but is not limited to, all of the following for the quarter that the report covers: a. The total spent by each type of Purchasing Entity under this Participating Addendum. b. The total of the list price of all items purchased by each type of Purchasing Entity under this Participating Addendum. c. The total estimated price savings for each type of Purchasing Entity under this Participating Addendum, calculated as the total list price of all items purchased by each type of Purchasing Entity minus the total spent for that type of Purchasing Entity. d. The total paid through the use of a procurement card or credit card for each Purchasing Entity under this Participating Addendum. e. The total sales of environmentally preferable products, as defined in the State's Environmentally Preferable Purchasing Policy, for each Purchasing Entity under Contract Number: 198297 Page 12 of 29 Version 04112024 CMS# 198297 this Participating Addendum. f. The amount of the total administrative fee due to the State. g. Any additional summary information as requested by the State. ii. A detail report that includes,but is not limited to, all of the following for each sale that occurred during the quarter that the report covers: a. The name of the Purchasing Entity who the sale was made to. b. The date of the sale. c. A listing of each item purchased in the sale, including the name of the item, the quantity of the item, the unit price for the item, the extended price for the item calculated by multiplying the unit price by the quantity,the list price per unit for the item,the extended list price for the item calculated by multiplying the quantity by the list price,and the savings on the item calculated by subtracting the extended cost from the extended list price. d. Any other detail information as requested by the State. B. Additional Operational Reporting Upon request by the State,the Contractor shall provide operational reporting that includes all detailed and summary transaction, historical or payment information related to the State or any of the Purchasing Entities as requested by the State. The Contractor shall provide all such additional reports within 10 Business Days following the State's request for that information,unless the State agrees to a longer period of time in writing. C. Environmentally Preferable Product Reporting Upon request by the State,the Contractor shall provide detailed reporting on environmentally preferable products, as defined in the State's Environmentally Preferable Purchasing Policy, that are purchased or made available under this Participating Addendum. The scope and detail of such reports shall be agreed upon by the State and the Contractor. The Contractor shall provide all such additional reports within 10 Business Days following the State's request for that information,unless the State agrees to a longer period of time in writing. D. Litigation Reporting If Contractor 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 Participating Addendum or may affect Contractor's ability to perform its obligations under this Participating Addendum,Contractor shall,within 10 days after being served,notify the State of such action and deliver copies of such pleading or document to the State's primary contact identified in§5 of the Participating Addendum . E. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S. To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor shall provide written notice to the State's primary contact in accordance with §5 of the Participating Addendum and in a form designated by the State,within 20 days following the earlier to occur of Contractor's decision to perform Services outside of the State of Colorado or the United States, or its execution of an agreement with a Subcontractor to perform Services outside the State of Colorado or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado or the United States and the reason Contract Number: 198297 Page 13 of 29 Version 04112024 CMS# 198297 why it is necessary or advantageous to perform such Services at such location or locations, and such notice shall be a public record. Knowing failure by Contractor to provide notice to the State under this section shall constitute a breach of this Participating Addendum. This section shall not apply if the Participating Addendum Funds include any federal funds. 9. CONTRACTOR RECORDS A. Maintenance Contractor shall maintain a file of all documents, records, communications, notes and other materials relating to the Work(the"Contractor Records") performed by the Contractor and any Subcontractors,that are required to ensure proper performance of that Work. Contractor shall maintain Contractor Records until the last to occur of: (i)the date 3 years after the date this Participating Addendum expires or is terminated, (ii) final payment under this Participating Addendum is made,(iii)the resolution of any pending Contract matters,or(iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the date such audit is completed and its findings have been resolved(the"Record Retention Period"). B. Inspection Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe Contractor Records during the Record Retention Period. Contractor shall make Contractor Records available during normal business hours at Contractor's office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State,unless the State determines that a shorter period of notice,or no notice, is necessary to protect the interests of the State. C. Monitoring The State, in its discretion, may monitor Contractor's performance of its obligations under this Participating Addendum using procedures as determined by the State. The State shall monitor Contractor's performance in a manner that does not unduly interfere with Contractor's performance of the Work. D. Final Audit Report Contractor shall promptly submit to the State a copy of any final audit report of an audit performed on Contractor's records that relates to or affects this Participating Addendum or the Work,whether the audit is conducted by Contractor or a third party. E. Periodic Business Reviews i. The State may schedule periodic business reviews to review Contractor's performance under this Participating Addendum. ii. Contractor shall ensure personnel assigned to the Participating Addendum are available for these meetings with the State as scheduled by the State. iii. Contractor's primary contact designated in§5 of this the Participating Addendum shall be available for all regularly scheduled meetings between Contractor and the State, unless the State has granted prior,written approval otherwise. Contract Number 198297 Page 14 of 29 Version 04112024 LJVL:V,lall LIIVCIVF/G IV. IVY/1.7JJV-VJGL'YYV.7-UJnLJ-JI 1.1'IiVJY.7I 1I CMS#198297 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Contractor shall keep confidential,and cause all Subcontractors to keep confidential,all State Records,unless those State Records are publicly available.Contractor shall not,without prior written approval of the State,use,publish, copy,disclose to any third party,or permit the use by any third party of any State Records, except as otherwise stated in this Participating Addendum, permitted by law or approved in Writing by the State. Contractor shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Contractor shall immediately forward any request or demand for State Records to the State's primary contact as identified in§5 of the Participating Addendum. B. Other Entity Access and Nondisclosure Agreements Contractor may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Participating Addendum. Contractor shall ensure all such agents, employees,assigns,and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Participating Addendum, and that the nondisclosure provisions are in force at all times the agent,employee,assign or Subcontractor has access to any State Confidential Information. Contractor shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions. C. Use, Security,and Retention Contractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Contractor shall provide the State with access, subject to Contractor's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness.Upon the expiration or termination of this Participating Addendum,Contractor shall return State Records provided to Contractor or destroy such State Records and certify to the State that it has done so, as directed by the State. If Contractor is prevented by law or regulation from returning or destroying State Confidential Information, Contractor warrants it will guarantee the confidentiality of,and cease to use,such State Confidential Information. D. Incident Notice and Remediation If Contractor becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Contractor can establish that neither Contractor nor any of Contractor's agents,employees,assigns or Subcontractors are the cause or source of the Incident,Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Contractor shall take steps Contract Number: 198297 Page 15 of 29 Version 04112024 IJu ublyI I GI IYCI1J1J0 I✓. IWSI1VJJU'UJCC-YY1J*-VUP J-..lr OVL.OLIIYU I I r CMS# 198297 to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. The State may, in its sole discretion and at Contractor's sole expense, require Contractor to engage the services of an independent, qualified, State-approved third party to conduct a security audit. Contractor shall provide the State with the results of such audit and evidence of Contractor's planned remediation in response to any negative findings. E. Data Protection and Handling Contractor shall ensure that all State Records and Work Product in the possession of Contractor or any Subcontractors are protected and handled in accordance with the requirements of this Contract, including the requirements of any Exhibits hereto,at all times. F. Safeguarding PII If Contractor or any of its Subcontractors will or may receive PII under this Contract, Contractor shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Contractor shall be a"Third-Party Service Provider"as defined in§24-73-103(1)(i),C.R.S.and shall maintain security procedures and practices consistent with§§24-73-101 et seq.,C.R.S. In addition,as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to, Contractor's employees,agents and Subcontractors,agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit F on an annual basis Contractor's duty and obligation to certify as set forth in Exhibit F shall continue as long as Contractor has direct access to any State databases containing PII.If Contractor uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Contractor shall require such Subcontractors to execute and deliver the certification to the State on an annual basis,so long as the Subcontractor has access to State databases containing PII. 11. CONFLICTS OF INTEREST A. Actual Conflicts of Interest Contractor shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Contractor under this Participating Addendum. Such a conflict of interest would arise when a Contractor or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Participating Addendum. B. Apparent Conflicts of Interest Contractor acknowledges that, with respect to this Participating Addendum, even the appearance of a conflict of interest shall be harmful to the State's interests.Absent the State's prior written approval,Contractor shall refrain from any practices, activities or relationships Contract Number: 198297 Page 16 of 29 Version 04112024 CMS# 198297 that reasonably appear to be in conflict with the full performance of Contractor's obligations under this Participating Addendum. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a conflict or the appearance of a conflict has arisen, Contractor 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 in regard to the actual or apparent conflict constitutes a breach of this Participating Addendum. 12. INSURANCE Contractor shall obtain and maintain,and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Participating Addendum and until all orders for goods or Services or both have been delivered and accepted, regardless of whether this Participating Addendum has expired or has been terminated. All insurance policies required by this Participating Addendum shall be issued by insurance companies as approved by the State. A. Workers' Compensation Workers' Compensation insurance as required by state statute, and employers' liability insurance covering all Contractor or Subcontractor employees acting within the course and scope of their employment. Insurance must stay in place and in effect even if the contract terms expires,until all product or terms of the contract are completed and satisfied up to 120 days after contract term expires. B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury,and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $2,000,000 general aggregate; iii. $1,000,000 products and completed operations aggregate; and iv. $50,000 any 1 fire. C. Automobile Liability 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. D. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations)required of Contractor and Subcontractors. E. Primacy of Coverage Coverage required of Contractor and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by Contractor or the State. Contract Number: 198297 Page 17 of 29 Version 04112024 ✓V V4i1,.i 1 I_I IV CIv,/C I✓. I VY/1JJJV'V JLL-YY V J'.7JP1✓-Jr✓J V V JY.7I I r CMS# 198297 F. Cancellation The above insurance policies shall include provisions preventing cancellation or non- renewal,except for cancellation based on non-payment of premiums,without at least 30 days prior notice to Contractor and Contractor shall forward such notice to the State in accordance with §5 of the Participating Addendum within 7 days of Contractor's receipt of such notice. G. Subrogation Waiver All insurance policies secured or maintained by Contractor or its Subcontractors in relation to this Participating Addendum shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Contractor or the State,its agencies, institutions,organizations, officers, agents, employees, and volunteers. H. Public Entities If Contractor is a"public entity"within the meaning of the Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S. (the "GIN), Contractor shall maintain, in lieu of the liability insurance requirements stated above,at all times during the term of this Participating Addendum such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the terms of this Participating Addendum, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. I. Certificates Contractor shall provide to the State certificates evidencing Contractor's insurance coverage required in this Participating Addendum within 7 Business Days following the Effective Date. Contractor shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Participating Addendum within 7 Business Days following the Effective Date, except that, if Contractor's subcontract is not in effect as of the Effective Date, Contractor shall provide to the State certificates showing Subcontractor insurance coverage required under this Participating Addendum within 7 Business Days following Contractor's execution of the subcontract.No later than 15 days before the expiration date of Contractor's or any Subcontractor's coverage,Contractor shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Participating Addendum,upon request by the State,Contractor shall,within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. LIMITATION OF CONTRACTOR'S LIABILITY TO STATE The liability of Contractor, its Subcontractors, and their respective personnel to the State for any claims, liabilities, or damages relating to this Contract shall be limited to damages, including but not limited to direct losses,consequential, special, indirect, incidental,punitive or exemplary loss, Contract Number: 198297 Page 18 of 29 Version 04112024 CMS# 198297 loss of State Records or unauthorized disclosure of State Confidential Information, not to exceed three(3)times the Total Value of the Contract or$1,000,000.00,whichever is greater. No limitation on Contractor's liability to the State under this Section shall limit or affect: A. Contractor's indemnification obligations to the State under this Contract; B. Any claims, losses,or damages for which coverage is available under any insurance required under this Contract; C. Claims or damages arising out of bodily injury, including death, or damage to tangible property of the State; or D. Claims or damages resulting from the recklessness, bad faith, or intentional misconduct of Contractor or its Subcontractors 14. BREACH OF CONTRACT In the event of a Breach of Contract,the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the Breach of Contract, at its sole expense, within 30 days after the delivery of written notice,the Party may exercise any of the remedies as described in §15 for that Party. Notwithstanding any provision of this Participating Addendum to the contrary, the State, in its discretion in order to protect the public interest of the State, need not provide notice or a cure period and may immediately terminate this Participating Addendum in whole or in part or institute any other remedy in this Participating Addendum; or if Contractor is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Contract in whole or in part or institute any other remedy in this Contract as of the date that the debarment or suspension takes effect. 15. REMEDIES A. State's Remedies If Contractor is in breach under any provision of this Participating Addendum and fails to cure such breach, the State, following the notice and cure period set forth in §14, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Participating Addendum or at law.The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Contractor's uncured breach, the State may terminate this entire Participating Addendum or any part of this Participating Addendum. Contractor shall continue performance of this Participating Addendum to the extent not terminated, if any. If after termination by the State, the State agrees that Contractor was not in breach or that Contractor's action or inaction was excusable, such termination shall be treated as a termination in the public interest,and the rights and obligations of the Parties shall be as if this Participating Addendum had been terminated in the public interest under §3. E. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: Contract Number: 198297 Page 19 of 29 Version 04112024 1.0VMVJI9I1 GI I.GIVIJC 11.0. I.rt lOJJV'VJGG^.'.VJ-JJ/1✓-JI UJIiOJYJI I F CMS# 198297 a. Suspend Performance Suspend Contractor's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Contractor shall promptly cease performing Work and incurring costs in accordance with the State's directive, and neither the State nor any Purchasing Entity shall be liable for costs incurred by Contractor after the suspension of performance. b. Removal Demand immediate removal of any of Contractor's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Participating Addendum is deemed by the State to be contrary to the public interest or the State's best interest. c. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Contractor shall, at the option of and as approved by the State or Purchasing Entity(i)secure that right to use such Work for the State, Purchasing Entity and Contractor; (ii)replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any infringing Work and refund the amount paid for such Work to the Purchasing Entity. B. Contractor's Remedies If the State is in breach of any provision of this Participating Addendum and does not cure such breach, Contractor, following the notice and cure period in §14 and the dispute resolution process in§16 shall have all remedies available at law and equity. If a Purchasing Entity is in breach of a provision of an Order,Contractor shall have all remedies available to it under that Order and available at law and equity. C. Purchasing Entity's Remedies i. If Contractor is in breach under any provision of an Order by a Purchasing Entity, the Purchasing Entity shall have all of the remedies listed in that Order, all remedies listed in §15. A. ii above, all remedies listed here in §15.0 and all other remedies available by law or equity. The Purchasing Entity may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. ii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because of Contractor's breach of that Order, Contractor shall provide notice to the State of that breach or termination within 5 Business Days following Contractor's receipt of that notice of breach or termination. iii. Payments and Damages a. Notwithstanding anything to the contrary, Purchasing Entities shall only pay Contractor for accepted Work received as of the date of termination.A Purchasing Entity may withhold any amount that may be due Contractor as the Purchasing Contract Number: 198297 Page 20 of 29 Version 04112024 CMS#198297 Entity deems necessary until Contractor corrects its Work or to protect itself against loss including,without limitation, loss as a result of outstanding liens and costs incurred by the Purchasing Entity in procuring from third parties replacement Work as cover. b. Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State or appropriate Purchasing Entity for any damages sustained by the State or Purchasing Entity in connection with any breach by Contractor, and the Purchasing Entity may withhold payment to Contractor for the purpose of mitigating the Purchasing Entity's damages. A Purchasing Entity may deny payment to Contractor for Work not performed,or that due to Contractor's actions or inactions,cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. 16. DISPUTE RESOLUTION A. Order Disputes, Termination and Resolution i. If a dispute related to an Order arises between Contractor and a Purchasing Entity, Contractor shall meet with the Purchasing Entity to attempt to resolve the issue. If Contractor is unable to resolve the issue with the Purchasing Entity, then Contractor may request assistance from the State by submitting a request in writing,which includes the pertinent information about the dispute and the assistance sought by Contractor, in accordance with §5 of the Participating Addendum. Nothing in this section shall be interpreted as limiting the rights or obligations of Contractor, the State or any Purchasing Entity under this Contract of any Order. ii. A Purchasing Entity may terminate an Order if it determines that Contractor was in breach of that Order. Termination of an Order shall not terminate any other Order or this Participating Addendum. iii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because of Contractor's breach of that Order,Contractor shall provide notice to the State of that breach or termination within 5 Business Days following Contractor's receipt of that notice of breach or termination. B. Initial Resolution Except as herein specifically provided otherwise,disputes concerning the performance of this Participating Addendum which cannot be resolved by the designated Participating Addendum primary contacts,as identified in§5 of the Participating Addendum,or through a dispute on an Order shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Contractor for resolution. C. Resolution of Controversies arising under this Participating Addendum If the initial resolution described in§16.B. fails to resolve the dispute within ten(10)Business Days,Contractor shall submit any alleged breach of this Participating Addendum by the State to the Procurement Official of the State Purchasing and Contracts Office as described in in §24- 102-202(3), C.R.S. for resolution in accordance with the provisions of §§24-109-101.1 through 24-109-505, C.R.S., (the"Resolution Statutes"),except that if Contractor wishes to challenge any decision rendered by the Procurement Official,Contractor's challenge shall be Contract Number: 198297 Page 21 of 29 Version 04112024 L tJULI*IyII CI IVCIUpC IL!. IU4M.7JJU-UJGGr1. UU-VJMLJ-JrlaUtrOJY.JI I f CMS# 198297 an appeal to the Executive Director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including,without limitation,time limitations. 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Contractor assigns to the Purchasing Entity and its successors and assigns, the entire right, title,and interest in and to all causes of action, either in law or in equity, for past,present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product under an Order. Whether or not Contractor is under contract with the State at the time, Contractor shall execute applications, assignments,and other documents, and shall render all other reasonable assistance requested by the State, to enable the Purchasing Entity to secure patents,copyrights, licenses and other intellectual property rights related to the Work Product. To the extent that Work Product would fall under the definition of"works made for hire"under 17 U.S.C.S. §101,the parties intend the Work Product to be a work made for hire. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Participating Addendum,any pre- existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, "State Materials"). Contractor shall not use, willingly allow,cause or permit Work Product or State Materials to be used for any purpose other than the performance of Contractor's obligations in this Participating Addendum without the prior written consent of the State. Upon termination of this Participating Addendum for any reason, Contractor shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Contractor Contractor retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Contractor including, but not limited to, all pre-existing software, licensed products,associated source code,machine code,text images,audio and/or video, and third-party materials, delivered by Contractor under the Contract, whether incorporated in the Work or necessary to use Work (collectively, "Contractor Property"). Contractor Property shall be licensed to the State as set forth in this Contract or a State approved license agreement: (i) entered into as exhibits to this Contract; (ii) obtained by the State from the applicable third-party vendor; or(iii) in the case of open source software,the license terms set forth in the applicable open source license agreement. 18. OBLIGATIONS AND RIGHTS IN THE EVENT OF TERMINATION OF ORDER OR CONTRACT To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to Purchasing Entities all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Participating Addendum's terms. At the request of the State, Contractor shall assign to the appropriate Purchasing Entity all of Contractor's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Contractor shall take Contract Number: 198297 Page 22 of 29 Version 04112024 CMS# 198297 timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the appropriate Purchasing Entity has an interest. At the State or Purchasing Entity's request, Contractor shall return materials owned by the Purchasing Entity that Contractor possesses at the time of any termination. Contractor shall deliver all completed Work Product to the appropriate Purchasing Entity at the State or Purchasing Entity's request. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the Effective Date or at any time thereafter, this section shall apply. Contractor agrees to be governed by and comply with the provisions of§§24-102-206, 24-106-103, 24-106-106, and 24- 106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of contract information in the State's contract management system ("Contract Management System" or "CMS"). Contractor's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Contract,Colorado statutes governing CMS,and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment Contractor's rights and obligations under this Participating Addendum are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Contractor's rights and obligations approved by the State shall be subject to the provisions of this Participating Addendum. B. Subcontracts Contractor shall not enter into any subcontract in connection with its obligations under this Contract without the prior,written approval of the State. Contractor shall submit to the State a copy of each subcontract upon request by the State. All subcontracts entered into by Contractor in connection with this Participating Addendum 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 Participating Addendum. C. Binding Effect Except as otherwise provided in §20.A., all provisions of this Participating Addendum, including the benefits and burdens,shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Participating Addendum and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Participating Addendum are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Participating Addendum to sections(whether spelled out or using the§symbol),subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof,unless otherwise noted. Contract Number: 198297 Page 23 of 29 Version 04I 12024 IJVt.U.71911 GI IVVIVFl6 IS. Iotna:!JIYVJGG-r,u -o.,nL,-Jr I.,JVVJYJI I I CMS# 198297 F. Counterparts This Participating Addendum may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Participating Addendum represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Participating Addendum. Prior or contemporaneous additions,deletions,or other changes to this Participating Addendum shall not have any force or effect whatsoever, unless embodied herein. H. Digital Signatures If any signatory signs this Contract using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. I. Modification Except as otherwise provided in this Participating Addendum, any modification to this Participating Addendum shall only be effective if agreed to in a formal amendment to this Participating Addendum, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Participating Addendum, other than contract amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Participating Addendum to a statute,regulation,State Fiscal Rule,fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Participating Addendum. K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Contractor's or a Subcontractor's website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Contract. L. Severability The invalidity or unenforceability of any provision of this Participating Addendum shall not affect the validity or enforceability of any other provision of this Participating Addendum, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Participating Addendum in accordance with the intent of this Participating Addendum. M. Survival of Certain Contract Terms Any provision of this Participating Addendum that imposes an obligation on the Contractor or a Purchasing Entity after termination or expiration of this Participating Addendum shall Contract Number: 198297 Page 24 of 29 Version 04112024 CMS# 198297 survive the termination or expiration of this Participating Addendum and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D,Ch.32)(Federal Excise Tax Exemption Certificate of Registry No. 84-730123K)and from State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the State imposes such taxes on Contractor. Contractor shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Contractor may wish to have in place in connection with this Participating Addendum. Contractor shall honor any tax exemption that any Purchasing Entity has,and shall not charge any Purchasing Entity any excise, sales, or use taxes from which that Purchasing Entity is exempt. O. Third Party Beneficiaries Except for a Purchasing Entity and/or the Parties'respective successors and assigns described in §20.A, this Participating Addendum does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Participating Addendum and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Participating Addendum are incidental to this Participating Addendum, and do not create any rights for such third parties. P. Waiver A Party's failure or delay in exercising any right,power,or privilege under this Participating Addendum, 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. Q. CORA Disclosure To the extent not prohibited by federal law,this Participating Addendum and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. R. Standard and Manner of Performance Contractor shall perform its obligations under this Participating Addendum in accordance with the highest standards of care, skill and diligence in Contractor's industry, trade, or profession. S. Licenses, Permits,and Other Authorizations. Contractor shall secure,prior to the Effective Date, and maintain at all times during the term of this Participating Addendum, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Participating Addendum, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Participating Addendum. Contract Number: 198297 Page 25 of 29 Version 04112024 CMS# 198297 T. Accessibility A. Contractor shall comply with and the Work Product provided under this Contract shall be in compliance with all applicable provisions of§§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by OIT pursuant to Section§24-85-103(2.5),C.R.S.Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines(WCAG), incorporated in the State of Colorado technology standards. B. The State may require Contractor's compliance to the State's Accessibility Standards to be determined by a third party selected by the State to attest to Contractor's Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to Section §24-85-103 (2.5), C.R.S. U. Indemnification i. General Indemnification Contractor 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 Contractor, or its employees, agents, Subcontractors, or assignees in connection with this Participating Addendum. ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Contractor in violation of§10 may be cause for legal action by third parties against Contractor, the State, or their respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and costs) incurred by the State in relation to any act or omission by Contractor,or its employees,agents,assigns,or Subcontractors in violation of§10. iii. Intellectual Property Indemnification Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim that any Deliverable, Good or Service, software, or Work Product provided by Contractor under this Contract (collectively, "IP Deliverables"), or the use thereof, infringes a patent,copyright, trademark, trade secret, or any other intellectual property right. Contractor's obligations hereunder shall not extend to the combination of any IP Deliverables provided by Contractor with any other product,system,or method,unless the other product, system, or method is (a) provided by Contractor or Contractor's subsidiaries or affiliates; (b) specified by Contractor to work with the IP Deliverables; (c) reasonably required in order to use the IP Deliverables in its intended manner and the infringement could not have been avoided by substituting another reasonably available product, system, or method capable of performing the same function; or (d) is reasonably expected to be used in combination with the IP Deliverables. Contract Number: 198297 Page 26 of 29 Version 04112024 CMS# 198297 iv. Accessibility Indemnification Contractor shall indemnify,save,and hold harmless the state,its employees,agents and assignees (collectively, 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 Contractor's failure to comply with §§24-85-101, et seq., C.R.S.,or the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S. 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the State's Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5),C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated,budgeted, and otherwise made available. C. 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, §24-10-101, et seq., C.R.S.;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, §§24-30-1501, et seq. C.R.S. 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, contained in these statutes. D. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor 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 Contractor or any of its agents or employees. Contractor shall pay when due all applicable employment taxes,income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law,(ii)provide proof thereof when requested by the State, and(iii)be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contract Number: 198297 Page 27 of 29 Version 04112024 1,,wG19II 1_I IV I%J1rc Its. I ./r11rJ1 uouuJ+J.l I CMS# 198297 Contractor 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. F. CHOICE OF LAW,JURISDICTION,AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. 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 Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor's liability for damages resulting from death,bodily injury, or damage to tangible property;or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of§24-106-109 C.R.S. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision,the State may exercise any remedy available at law or in equity or under this Contract, including,without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST.§§24-18-201 and 24-50-507,C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract.Contractor has no interest and shall not acquire any interest,direct or indirect,that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30- 202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to§24-30-202.4(3.5),C.R.S.,the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seg.,C.R.S.; (iii)unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v)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 Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent Contract Number: 198297 Page 28 of 29 Version 04112024 LJJL.1.14191 I CI II/CIS./VC IL!. I u7/1JJJV,VJLL-TIVJ'JJl1IJ-JI 1JJVVJI'NI 1 I CMS#198297 payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. Contract Number: 198297 Page 29 of 29 Version 04112024 CMS# 198297 EXHIBIT B - STATEMENT OF WORK 1. GOODS AND/OR SERVICES For a description of what the Participating Addendum will provide, see Exhibit B of the Master Agreement 99SWC-NV23-16267,"Description of Products, Price, and Services" 2. OTHER PROJECT REQUIREMENTS A. Delivery of Goods and Performance of Services i. Contractor shall provide all Goods and perform all Services described in each Order. ii. Unless specifically agreed to otherwise in an Order, Contractor shall deliver all Goods under an Order in good,working and undamaged condition. All Goods shall be free on board("F.O.B.")destination to the location specified in the Order. iii. If a good in an Order is out of stock, Contractor may only provide a substitute good if it has notified the Purchasing Entity for that Order, in writing, that the good is out of stock and has received the Purchasing Entity's approval to provide the substitute good. Purchasing Entities may request additional information comparing the substitute good with the original good in the Purchasing Entity's sole discretion. B. Additional Terms Any additional terms and conditions on any invoice, statement, Contractor time sheet, website, electronic license or use agreement or any other form, including,without limitation, terms regarding indemnification, limitation of liability, cancellation fees, choice of law and binding arbitration shall be void and unenforceable except to the extent that they are specifically included in this Participating Addendum or an Order. The signature of any employee of a Purchasing Entity on any such form shall be effective to establish receipt of Goods or completion of Services and shall not make any term of that form enforceable. Exhibit B Page 1 CMS# 198297 EXHIBIT C - PRODUCTS AND PRICE LIST 1. Contractor has been awarded the following categories: • CATEGORY 12: ACCESS CONTROL SYSTEMS • CATEGORY 13: BURGLAR ALARM SYSTEMS • CATEGORY 14: SURVEILLANCE SERVICES AND EQUIPMENT • CATEGORY 15: HIGH SECURITY CONTROL SYSTEMS 2. The products and price list is located on the Contractor's dedicated state website, hosted and maintained by the Contractor, and is incorporated into this Participating Addendum by reference. Changes in product and pricing must be approved by the lead state and shall be effective when published on the dedicated state website. HTTPS://W W W.NASPOVALUEPOINT.ORG/PORTFOLIO/SECURITY-FIRE-PROTECTION- SERVICES-2023-2032/LONG-BUILDING-TECHNOLOGIES-DBA-JUSTICE-SYSTEMS/ 3. Pricing A. Price Lists The State may publish any pricing information under this Participating Addendum,including, without limitation the pricing information shown in this Exhibit C, Products and Price List, on the State's website and any other website as the State determines is necessary or efficient to facilitate the use of this Participating Addendum by Purchasing Entities. B. Price Decreases and Ceiling Prices The prices listed in this Exhibit C are Ceiling Prices, and Contractor may offer lower prices to Purchasing Entities, and Purchasing Entities may negotiate lower prices with Contractor, without the review or approval of the State. Contractor shall not allow a Subcontractor to charge an amount greater than the Ceiling Price for any Order. Exhibit C Page 1 L.I./JI9 I LI IVVIUMV IU. I VYIl.7JJV-1/JI_ VV"UJ/11J'JI 1.10VVJTJI I I CMS# 198297 EXHIBIT E- INFORMATION TECHNOLOGY PROVISIONS This Exhibit regarding Information Technology Provisions (the "Exhibit") is an essential part of the agreement between the State and Contractor as described in the Contract to which this Exhibit is attached. Unless the context clearly requires a distinction between the Contract and this Exhibit, all references to"Contract"shall include this Exhibit. 1. PROTECTION OF SYSTEM DATA A. In addition to the requirements of the main body of this Contract, if Contractor or any Subcontractor is given access to State Information Technology resources or State Records by the State or its agents in connection with Contractor's performance under the Contract, Contractor shall protect such Information Technology resources and State Records in accordance with this Exhibit.All provisions of this Exhibit that refer to Contractor shall apply equally to any Subcontractor performing work in connection with the Contract. B. The terms of this Exhibit shall apply to the extent that Contractor's obligations under this Contract include the provision of Information Technology goods or services to the State. Information Technology is computer-based equipment and related services designed for the storage, manipulation, and retrieval of data, and includes,without limitation: i. Any technology, equipment, or related services described in §24-37.5-102(2), C.R.S.; ii. The creation, use, processing, disclosure, transmission, or disposal of State Records, including any data or code, in electronic form; and iii. Other existing or emerging technology,equipment,or related services that may require knowledge and expertise in Information Technology. C. Contractor shall, and shall cause its Subcontractors to meet all of the following: i. Provide physical and logical protection for all hardware, software,applications, and data that meets or exceeds industry standards and the requirements of this Contract. ii. Maintain network, system, and application security, which includes, but is not limited to, network firewalls, intrusion detection (host and network), annual Exhibit E Page 1 of 6 CMS# 198297 security testing, and improvements or enhancements consistent with evolving industry standards. iii. Comply with State and federal rules and regulations related to overall security, privacy, confidentiality, integrity, availability, and auditing. iv. Provide that security is not compromised by unauthorized access to workspaces, computers, networks, software, databases, or other physical or electronic environments. v. Promptly report all Incidents, including Incidents that do not result in unauthorized disclosure or loss of data integrity, to a designated representative of the State's Office of Information Security("OIS"). vi. Comply with all rules, policies, procedures, and standards issued by the Governor's Office of Information Technology ("OIT"), including change management, project lifecycle methodology and governance, technical standards, documentation, and other requirements posted at https://oit.colorado.gov/standards-policies-guides/technical-standards-policies D. Subject to Contractor's reasonable access security requirements and upon reasonable prior notice,Contractor shall provide the State with scheduled access for the purpose of inspecting and monitoring access and use of State Records, maintaining State systems, and evaluating physical and logical security control effectiveness. E. Contractor shall perform current background checks in a form reasonably acceptable to the State on all of its respective employees and agents performing services or having access to State Records provided under this Contract, including any Subcontractors or the employees of Subcontractors. A background check performed within 30 days prior to the date such employee or agent begins performance or obtains access to State Records shall be deemed to be current. i. Upon request, Contractor shall provide notice to a designated representative for the State indicating that background checks have been performed. Such notice will inform the State of any action taken in response to such background checks, including any decisions not to take action in response to negative information revealed by a background check. ii. If Contractor will have access to Federal Tax Information under the Contract, Contractor shall agree to the State's requirements regarding Safeguarding Requirements for Federal Tax Information and shall comply with the background check requirements defined in IRS Publication 1075 and §24-50- 1002, C.R.S. 2. DATA HANDLING A. Contractor may not maintain or forward these State Records to or from any other facility or location, except for the authorized and approved purposes of backup and disaster recovery purposes, without the prior written consent of the State. Contractor may not maintain State Records in any data center or other storage location outside the United States for any purpose without the prior express written consent of OIS. B. Contractor shall not allow remote access to State Records from outside the United States, including access by Contractor's employees or agents, without the prior express written consent of OIS. Contractor shall communicate any request regarding non-U.S. access to Exhibit E Page 2 of 6 L/UI.,UblylI CI IVe1UpC IL/. If., .iJU'UJLC-44UJ-.7JML/Jr D CL.OJ4y//r CMS# 198297 State Records to the Security and Compliance Representative for the State. The State shall have sole discretion to grant or deny any such request. C. Upon request by the State made any time prior to 60 days following the termination of this Contract for any reason, whether or not the Contract is expiring or terminating, Contractor shall make available to the State a complete download file of all State data. i. This download file shall be made available to the State within 10 Business Days of the State's request, shall be encrypted and appropriately authenticated, and shall contain, without limitation, all State Records, Work Product, and system schema and transformation definitions, or delimited text files with documents, detailed schema definitions along with attachments in its native format. ii. Upon the termination of Contractor's provision of data processing services, Contractor shall, as directed by the State,return all State Records provided by the State to Contractor, and the copies thereof, to the State or destroy all such State Records and certify to the State that it has done so.If any legal obligation imposed upon Contractor prevents it from returning or destroying all or part of the State Records provided by the State to Contractor, Contractor shall guarantee the confidentiality of all State Records provided by the State to Contractor and will not actively process such data anymore. Contractor shall not interrupt or obstruct the State's ability to access and retrieve State Records stored by Contractor. D. The State retains the right to use the established operational services to access and retrieve State Records stored on Contractor's infrastructure at its sole discretion and at any time. Upon request of the State or of the supervisory authority, Contractor shall submit its data processing facilities for an audit of the measures referred to in this Exhibit in accordance with the terms of this Contract. 3. DELIVERY AND ACCEPTANCE A. Contractor shall provide and maintain a quality assurance system acceptable to the State for any Work under this Contract and shall provide to the State only such Work that have been inspected and found to conform to the specifications identified in this Contract and any applicable solicitation, bid, offer,or proposal from which this Contract results. B. Contractor's delivery of any Work to the State shall constitute certification that such Wofk has been determined to conform to the applicable specifications,and Contractor shall make records of such quality assurance available to the State upon request during the term of the Contract or at any time within three years following expiration or termination of the Contract. C. For any Work other than the purchase or license of commercially available goods or software,acceptance of the Work shall require affirmative written communication from the State to the Contractor that such Work has been accepted by the State. Such communication shall be provided within a reasonable time period from the delivery of the Work and shall not be unreasonably delayed or withheld. Acceptance by the State shall be final, except in cases of Contractor's failure to conduct proper quality assurance, latent defects that could Exhibit E Page 3 of 6 CMS# 198297 not reasonably have been detected upon delivery, or Contractor's gross negligence or willful misconduct. 4. WARRANTY A. Notwithstanding the acceptance of any Work,or the payment of any invoice for such Work or Deliverable, Contractor warrants that any Work provided by Contractor under this Contract shall be free from material defects and shall function in material accordance with the applicable specifications. Contractor warrants that any Work shall be, at the time of delivery, free from any harmful or malicious code, including without limitation viruses, malware, spyware, ransomware, or other similar function designed to interfere with or damage the normal operation of Information Technology resources. Contractor's warranties under this section shall apply to any defects or material nonconformities discovered within 180 days following delivery of any Work. B. Upon notice during the warranty term of any defect or material nonconformity, Contractor shall submit to the State in writing within 10 business days of the notice one or more recommendations for corrective action with sufficient documentation for the State to ascertain the feasibility, risks, and impacts of each recommendation. The State's remedy for such defect or material non-conformity shall be: i. Contractor shall re-perform,repair,or replace such Work in accordance with any recommendation chosen by the State. Contractor shall deliver, at no additional cost to the State, all documentation required under the Contract as applicable to the corrected Work; or ii. Contractor shall refund to the State all amounts paid for such Work,as well as pay to the State any additional amounts reasonably necessary for the State to procure alternative goods or services of substantially equivalent capability, function, and performance. C. Any Work delivered to the State as a remedy under this section shall be subject to the same quality assurance, acceptance, and warranty requirements as the original Work. The duration of the warranty for any replacement or corrected Work shall run from the date of the corrected or replacement Work. 5. COMPLIANCE A. In addition to the compliance obligations imposed by the main body of the Contract, Contractor shall comply with: i. All Colorado Office of Information Security(OIS)policies and procedures which OIS has issued pursuant to§§24-37.5-401 through 406,C.R.S.and 8 CCR§1501- 5 and posted at https://oit.colorado.gov/standards-policies-guides/technical- standards-policies ii. All information security and privacy obligations imposed by any federal, state,or local statute or regulation, or by any specifically incorporated industry standards or guidelines, as applicable based on the classification of the data relevant to Contractor's performance under the Contract. Such obligations may arise from: a. Health Information Portability and Accountability Act(HIPAA) b. IRS Publication 1075 c. Payment Card Industry Data Security Standard(PCI-DSS) Exhibit E Page 4 of 6 IJu..u0Ia1I CIIYCIupC IV. ,upW.JJu-u.., c- .0 -AJMIJ-Jr OJI,0JYt71, CMS#198297 d. FBI Criminal Justice Information Service Security Addendum e. CMS Minimum Acceptable Risk Standards for Exchanges f. Electronic Information Exchange Security Requirements and Procedures For State and Local Agencies Exchanging Electronic Information With The Social Security Administration B. Contractor shall implement and maintain all appropriate administrative,physical,technical, and procedural safeguards necessary and appropriate to ensure compliance with the standards and guidelines applicable to Contractor's performance under the Contract. C. Contractor shall allow the State reasonable access and shall provide the State with information reasonably required to assess Contractor's compliance. Such access and information shall include: i. An annual SOC2 Type II audit including, at a minimum, the Trust Principles of Security, Confidentiality, and Availability, or an alternative audit recommended by OIS; or ii. The performance of security audit and penetration tests, as requested by OIS. D. To the extent Contractor controls or maintains information systems used in connection with State Records, Contractor will provide OIS with the results of all security assessment activities when conducted on such information systems, including any code-level vulnerability scans, application level risk assessments, and other security assessment activities as required by this Contract or reasonably requested by OIS.Contractor will make reasonable efforts to remediate any vulnerabilities or will request a security exception from the State. The State will work with Contractor and OIS to prepare any requests for exceptions from the security requirements described in this Contract and its Exhibits, including mitigating controls and other factors, and OIS will consider such requests in accordance with their policies and procedures referenced herein. 6. TRANSITION OF SERVICES Upon request by the State prior to expiration or earlier termination of this Contract or any Services provided in this Contract, Contractor shall provide reasonable and necessary assistance to accomplish a complete transition of the Services from Contractor to the State or any replacement provider designated solely by the State without any interruption of or adverse impact on the Services. Contractor shall cooperate fully with the State or any successor provider and shall promptly take all steps required to assist in effecting a complete transition of the Services designated by the State. All services related to such transition shall be performed at no additional cost beyond what would be paid for the Services in this Contract. 7. LICENSE OR USE AUDIT RIGHTS A. To the extent that Contractor,through this Contract or otherwise as related to the subject matter of this Contract, has granted to the State any license or otherwise limited permission to use any Contractor Property,the terms of this section shall apply. B. Contractor shall have the right,at any time during and throughout the Contract Term,but not more than once per Fiscal Year, to request via written notice in accordance with the notice provisions of the Contract that the State audit its use of and certify as to its Exhibit E Page 5 of 6 CMS# 198297 compliance with any applicable license or use restrictions and limitations contained in this Contract(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 Contractor ("Audit Certification") within 120 days following the State's receipt of the Audit Request. C. If upon receipt of the State's Audit Certification, the Parties reasonably determine that: (i) the State's use of licenses, use of software, use of programs, or any other use during the audit period exceeded the use restrictions and limitations contained in this Contract ("Overuse") and(ii)the State would have been or is then required to purchase additional maintenance and/or services("Maintenance"), Contractor shall provide written notice to the State in accordance with the notice provisions of the Contract identifying any Overuse or required Maintenance and request that the State bring its use into compliance with such use restrictions and limitation Exhibit E Page 6 of 6 IJu_ubIyII GI IVCIIJJC ILL. IVY/10:/.srv.,GL—YVA'0QnL.rJI U.l V$Jfl l/I CMS# 198297 EXHIBIT F-PII CERTIFICATION STATE OF COLORADO THIRD PARTY INDIVIDUAL CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to§24-74-105,C.R.S.,I hereby certify under the penalty of perjury that I have not and will not use or disclose any Personal Identifying Information,as defined by§24-74-102(1),C.R.S.,for the purpose of investigating for, participating in,cooperating with,or assisting Federal Immigration Enforcement,including the enforcement of civil immigration laws,and the Illegal Immigration and Immigrant Responsibility Act,which is codified at 8 U.S.C.§§ 1325 and 1326,unless required to do so to comply with Federal or State law,or to comply with a court-issued subpoena,warrant or order. Signature: Printed Name: Date: CMS# 198297 EXHIBIT F-PII CERTIFICATION STATE OF COLORADO THIRD PARTY ENTITY/ORGANIZATION CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to§24-74-105,C.R.S.,I, ,on behalf of (legal name of entity/organization)(the"Organization"),hereby certify under the penalty of perjury that the Organization has not and will not use or disclose any Personal Identifying Information,as defined by§24-74-102(1),C.R.S.,for the purpose of investigating for,participating in,cooperating with,or assisting Federal Immigration Enforcement,including the enforcement of civil immigration laws,and the Illegal Immigration and Immigrant Responsibility Act,which is codified at 8 U.S.C.§§ 1325 and 1326,unless required to do so to comply with Federal or State law,or to comply with a court-issued subpoena,warrant or order. I hereby represent and certify that I have full legal authority to execute this certification on behalf of the Organization. Signature: Printed Name: Title: Date: NASPO VALUEPOINT MASTER AGREEMENT JUSTICE SYSTEMS PART III CONFIDENTIAL FINANCIAL INFORMATION SE CU III Y Pt SIGY.11UIIO •SCYYICC 10.4B Cost Schedule VENDOR NAME: Justice Systems Corporation NATIONWIDE/REGION(S)/STATE(S) PROPOSED: Nationwide 12. ACCESS CONTROL SYSTEMS (CATEGORY 12) 12.1. ACCESS CONTROL SYSTEMS Unit Rate 12.1.1. Maximum Labor Rate (for any title) Per Hour $200.00 12.1.2. Install Standard Labor Rate (8a 5p, M F) Per Hour $125.00 12.1.3. Install After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 12.1.4. Install Weekend/Holiday Labor Rate Per Hour $200.00 12.1.5. Repair Telephone Support Per Hour $115.00 12.1.6. Repair Maximum Labor Rate (for any title) Per Hour $200.00 12.1.7. Repair Standard Labor Rate (8a 5p, M F) Per Hour $130.00 12.1.8. Repair After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 12.1.9. Repair Weekend/Holiday Labor Rate Per Hour $200.00 12.1.10. Monitoring/Maintenance Option A Per Device/Per Month Varies 12.1.11. Monitoring/Maintenance Option B %of system cost Varies 12.1.12. Materials Mark up %of contractor cost 25.00% 12.1.13. Subcontractor Mark up %of contractor cost 25.00% 12.2. Other Labor Categories Unit Rate (cannot exceed max rate above): 12.2.1. Consulting Per Hour $200.00 12.2.2. Project Manager/Project Engineer Per Hour $180.00 12.2.3. Systems Engineer/Programmer Per Hour $160.00 12.2.4. Project Account/Assistant Per Hour $100.00 12.2.5. CAD/BIM /Designer Per Hour $98.00 12.2.6. Bonds& Permits At Cost $ - 12.2.7. Travel & Expenses Cost plus 5% $ - 12.2.8. Rentals Cost plus 5% $ - 12.2.9. Per Diem (Beyond 50 Miles) $75 Per Day $ - $ - NASPO VALUEPOINT MASTER AGREEMENT JUSTICE SYSTEMS PART III CONFIDENTIAL FINANCIAL INFORMATION {'Ti' SECIIIIIV Olsicu•S01to•SISYltt 13. BURGLAR ALARM SYSTEMS (CATEGORY 13) 13.1. BURGLAR ALARM SYSTEMS Unit Rate 13.1.1. Maximum Labor Rate (for any title) Per Hour $200.00 13.1.2. Install Standard Labor Rate (8a 5p, M F) Per Hour $125.00 13.1.3. Install After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 13.1.4. Install Weekend/Holiday Labor Rate Per Hour $200.00 13.1.5. Repair Telephone Support Per Hour $115.00 13.1.6. Repair Maximum Labor Rate (for any title) Per Hour $200.00 13.1.7. Repair Standard Labor Rate(8a 5p, M F) Per Hour $130.00 13.1.8. Repair After Hours Labor Rate(5p 8a, M F) Per Hour $175.00 13.1.9. Repair Weekend/Holiday Labor Rate Per Hour $200.00 13.1.10. Monitoring/Maintenance Option A Per Device/Per Month Varies 13.1.11. Monitoring/Maintenance Option B %of system cost Varies 13.1.12. Materials Mark up %of contractor cost 25.00% 13.1.13. Subcontractor Mark up %of subcontractor cost 25.00% 13.2. Other Labor Categories Unit Rate (cannot exceed max rate above): 13.2,1. Consulting Per Hour $200.00 13.2.2. Project Manager/Project Engineer Per Hour $180.00 13.2.3. Systems Engineer/Programmer Per Hour $160.00 13.2.4. Project Account/Assistant Per Hour $100.00 13.2.5. CAD/BIM /Designer Per Hour $98.00 13.2.6. Bonds& Permits At Cost $ - 13.2.7. Travel & Expenses Cost plus 5% $ - 13.2.8. Rentals Cost plus 5% $ - 13.2.9. Per Diem (Beyond 50 Miles) $75 Per Day $ - $ - NASPO VALUEPOINT MASTER AGREEMENT JUSTICE F-^.f7 _ . t I ar: r SYSTEM_ S_ PART III CONFIDENTIAL FINANCIAL INFORMATION SICURITT 01516bItl1W•SUMO 14. SURVEILLANCE SERVICES AND EQUIPMENT (CATEGORY 14) 14.1. SURVEILLANCE SERVICES AND EQUIPMENT Unit Rate 14.1.1. Maximum Labor Rate (for any title) Per Hour $200.00 14.1.2. Install Standard Labor Rate (8a 5p, M F) Per Hour $125.00 14.1.3. Install After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 14.1.4. Install Weekend/Holiday Labor Rate Per Hour $200.00 14.1.5. Repair Telephone Support Per Hour $115.00 14.1.6. Repair Maximum Labor Rate (for any title) Per Hour $200.00 14.1.7. Repair Standard Labor Rate(8a 5p, M F) Per Hour $130.00 14.1.8. Repair After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 14.1.9. Repair Weekend/Holiday Labor Rate Per Hour $200.00 14.1.10. Monitoring/Maintenance Option A Per Device/Per Month Varies 14.1.11. Monitoring/Maintenance Option B %of system cost Varies 14.1.12. Materials Mark up %of contractor cost 25.00% 14.1.13. Subcontractor Mark up %of subcontractor cost 25.00% 14.2. Other Labor Categories Unit Rate (cannot exceed max rate above): 14.2.1. Consulting Per Hour $200.00 14.2.2. Project Manager/ Project Engineer Per Hour $180.00 14.2.3. Systems Engineer/Programmer Per Hour $160.00 14.2.4. Project Account/Assistant Per Hour $100.00 14.2.5. CAD/BIM /Designer Per Hour $98.00 14.2.6. Bonds& Permits At Cost $ - 14.2.7. Travel & Expenses Cost plus 5% $ - 14.2.8. Rentals Cost plus 5% $ - 14.2.9. Per Diem (Beyond 50 Miles) $75 Per Day $ - $ - NASPO VALUEPOINT MASTER AGREEMENT JUSTICE • SYSTEMS PART III CONFIDENTIAL FINANCIAL INFORMATION MUM,DfSIGM.IUI LD•Si MCI 15. HIGH SECURITY CONTROL SYSTEMS (CATEGORY 15) 15.1. HIGH SECURITY CONTROL SYSTEMS Unit Rate 15.1.1. Maximum Labor Rate (for any title) Per Hour $200.00 15.1.2. Install Standard Labor Rate (8a 5p, M F) Per Hour $125.00 15.1.3. install After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 15.1.4. Install Weekend/Holiday Labor Rate Per Hour $200.00 15.1.5. Repair Telephone Support Per Hour $115.00 15.1.6. Repair Maximum Labor Rate (for any title) Per Hour $200.00 15.1.7. Repair Standard Labor Rate (8a 5p, M F) Per Hour $130.00 15.1.8. Repair After Hours Labor Rate (5p 8a, M F) Per Hour $175.00 15.1.9. Repair Weekend/Holiday Labor Rate Per Hour $200.00 15.1.10. Monitoring/Maintenance Option A Per Device/Per Month Varies 15.1.11. Monitoring/Maintenance Option B %of system cost Varies 15.1.12. Materials Mark up %of contractor cost 25.00% 15.1.13. Subcontractor Mark up %of subcontractor cost 25.00% 15.2. Other Labor Categories Unit Rate (cannot exceed max rate above): 15.2.1. Consulting Per Hour $200.00 15.2.2. Project Manager/Project Engineer Per Hour $180.00 15.2.3. Systems Engineer/ Programmer Per Hour $160.00 15.2.4. Project Account/Assistant Per Hour $100.00 15.2.5. CAD/ BIM/Designer Per Hour $98.00 15.2.6. Bonds& Permits At Cost $ - 15.2.7. Travel & Expenses Cost plus 5% $ - 15.2.8. Rentals Cost plus 5% $ - 15.2.9. Per Diem (Beyond 50 Miles) $75 Per Day $ - $ - Hello