HomeMy WebLinkAbout20250382.tiffResolution
Approve Sales Quote for Purchase of Various Vehicles Pursuant to Colorado State
Cooperative Pricing Agreement Terms and Conditions, and Authorize Controller to
Sign Any Necessary Documents — KGA-FLG, LLC, dba Ken Garff Ford Greeley
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, on the 12th day of September, 2024, the Colorado Department of Personnel
and Administration, State Purchasing and Contracts Office, awarded KGA-FLG, LLC,
dba Ken Garff Ford Greeley, a Colorado State Cooperative Purchase Agreement,
identified as #193819, and
Whereas, the Weld County Department of Fleet Services desires to purchase various
vehicles on behalf of the Department of Public Works, procured through the Colorado
State Cooperative Pricing Agreement Award Terms and Conditions, and
Whereas, the Board has been presented with a Sales Quote for the purchase of various
vehicles pursuant to said Colorado State Cooperative Pricing Agreement Award Terms
and Conditions, and
Whereas, Weld County Code Section 5-4-100, Cooperative Purchasing, allows the Weld
County Board of Commissioners to accept purchases through State Bid Pricing
Agreements, and
Whereas, Weld County Code Section 5-4-80, Expenditures Not Requiring a Procurement
Process, exempts items purchased through current State, Federal, GSA, or other
Cooperative Contracts, and
Whereas, the Weld County Purchasing Manager deemed Agreement #193819 to be in
the best interest of Weld County, with said desired vehicles as further identified below:
• Department of Public Works, Pavement Management Division: two (2)
1 -Ton Pickup Trucks with Flatbeds for $151,200.00
Whereas, after review, the Board deems it advisable to approve said quote, 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 Sales Quote for the purchase of various vehicles pursuant to the
Colorado State Cooperative Pricing Agreement Terms and Conditions for
Agreement #193819 between the Colorado Department of Personnel and Administration,
State Purchasing and Contracts Office, and KGA-FLG, LLC, dba Ken Garff Ford Greeley,
for $151,200.00, be, and hereby is, approved.
Cc: FT(ps/FA), R ., PW (ct /vw/ Do/sQ)
02 /'x/25
2025-0382
EG0083
FT0004
Sales Quote for Purchase of Various Vehicles Pursuant to Colorado State Pricing
Agreement Cooperative Terms and Conditions — KGA-FLG, LLC, dba Ken Garff Ford
Greeley
Page 2
Be it further resolved by the Board that Rusty Williams, Weld County Controller, be, and
hereby is, authorized to sign any necessary documents.
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 5th day of February, A.D., 2025:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Aye
Jason S. Maxey: Aye
Lynette Peppler: Aye
Kevin D. Ross: Aye
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
2025-0382
EG0083
FT0004
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: State Pricing Agreement- Qty 2 One Ton Pickups WI Flatbed
DEPARTMENT: Fleet Services DATE: January 29, 2025
PERSON REQUESTING: David Springer
Brief description of the problem/issue: The Weld County Fleet Services Department is desiring to purchase
two (2) one ton pickup trucks with flatbeds to meet the 2025 budgeted vehicle needs for Public Works- Pavement
Management Division.
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.
Weld County Purchasing Division has verified the quote from Ken Garff Ford Greeley for the One Ton Pickup is
consistent with the Colorado State Purchasing Participative Agreement # 193819.
Therefore, The Weld County Fleet Services Department is recommending approval to purchase two (2) one ton
pickup trucks as detailed in the attached quote for a total cost of $151,200.00.
What options exist for the Board? The Board has the option to place this request on the BOCC meeting
agenda or, request a work session for this purchase.
Consequences: If approved, Fleet Services will move forward with this purchase utilizing the cooperative
purchasing agreement.
Impacts: If denied, Fleet Services will begin the formal bid process for this vehicle request.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): $151,200.00 Total.
Recommendation: Fleet Services recommends the BOCC approve utilizing the cooperative purchasing
agreement for this purchase.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
2025-0382
El,0g3
F T003(1-
Karla Ford
From:
Sent:
To:
Subject:
Approve
Kevin Ross
Kevin Ross
Wednesday, January 29, 2025 7:16 PM
Karla Ford
Re: Please Reply - Cooperative Purchasing Agreement Pass Around- One Ton Flatbed
Pickups PW
amillIMIIIIIps. OAS
From: Karla Ford <kford@weld.gov>
Sent: Wednesday, January 29, 2025 3:35:29 PM
To: Kevin Ross <kross@weld.gov>
Subject: Please Reply - Cooperative Purchasing Agreement Pass Around- One Ton Flatbed Pickups PW
Please advise if you support recommendation and to have department place on the agenda.
Karla Ford f
Office Manager, Board of Weld County Commissioners
1150 0 Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kford@weld.gov :: www.weldgov.com ::
**Please note my working hours are Monday -Thursday 7:00a.m.-4:00p.m.**
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity t7 which it is addressed
and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please
immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of
this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Fransisco Amparan <famparan@weld.gov>
Sent: Wednesday, January 29, 2025 1:34 PM
To: Karla Ford <kford@weld.gov>
Cc: David Springer <dspringer@weld.gov>; Jill Scott <jscott@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov>; Houstan
Aragon <haragon@weld.gov>
Subject: Cooperative Purchasing Agreement Pass Around- One Ton Flatbed Pickups PW
Karla,
Attached is a pass around for a vehicle purchase using the Cooperative Purchasing agreement. Please forward to
the BOCC.
1
WELD COUNTY COLORADO QE640
2025 ORDER UNIT
JOHN WIENEKE
COMMERCIAL ACCOUNT MANAGER
KEN GARFF FORD GREELEY
4901 29TH STREET
GREELEY CO 80634
970 616-3721 DIRECT
970 673-2179 CELL
wieneke@kengarff.com
CHASSIS AS SPEC'D BELOW
9 FT FLATBED--QT11123107
9.2 VXT BOSS V -PLOW
1 EXTRA INTEGRATED KEY
$ 56,846.00
$ 7,991.00
$ 10, 365.00
$ 398.00
COMPLETE VEHICLE PRICE = $ 75,600.00
2 VEHICLES TOTAL = $ 151,200.00
STATE AWARD 193819
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Client Proposal
Prepared by:
JOHN WIENEKE
Office: 970-616-3721
Email: jwieneke@kengarff.com
Date: 01/06/2025
Ken Garff Ford Greeley 14901 29th Street, Greeley, Colorado, 806348723
Office: 970-616-3700 I Fax: 970-506-3686
1
Prepared by: JOHN WIENEKE
01/06/2025
Ken Garff Ford Greeley 14901 29th Street Greeley Colorado I 806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
As Configured Vehicle
Code
Description
Base Vehicle
W3F
Packages
630A
Powertrain
99N
44G
X4M
STDGV
Wheels & Tires
TDX
64F
512
Base Vehicle Price (W3F)
Order Code 630A
Includes:
- Engine: 7.3L 2V DEVCT NA PFI V8 Gas
- Transmission: TorqShift 10 -Speed Automatic
10R140 with neutral idle. Includes SelectShift and selectable drive
modes: normal, tow/haul, eco, slippery roads and off -road.
- Electronic -Locking w/4.30 Axle Ratio
- GVWR: 11,400 lb Payload Package
- Wheels: 18" Argent Painted Steel
Includes painted hub covers/center ornaments.
- Radio: AM/FM Stereo w/MP3 Player
Includes 6 speakers.
- SYNC 4 Communication & Entertainment System
Includes enhanced voice recognition, 911 Assist, 8' LCD center stack
screen, AppLink and 1 smart -charging USB port.
Engine: 7.3L 2V DEVCT NA PFI V8 Gas
Transmission: TorqShift 10 -Speed Automatic
10R140 with neutral idle. Includes SelectShift and selectable drive modes:
normal, tow/haul. eco, slippery roads and off -road.
Electronic -Locking w/4.30 Axle Ratio
GVWR: 11,400 lb Payload Package
Complete restrictions/requirements not available.
Tires: LT275/70Rx18E BSW AT
Spare may not be the same as road tire.
Wheels: 18" Argent Painted Steel
Includes painted hub covers/center ornaments.
Spare Tire & Wheel
Required in Rhode Island.
Excludes carrier.
Includes:
- 3 -Ton Mechanical Jack
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
2
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
As Configured Vehicle (cont'd)
Code Description
Seats & Seat Trim
Other Options
PAINT
179WB
STDRD
61J
473
41P
60X
86M
67B
18B
59H
153
872
Cloth 40/20/40 Split Bench Seat
Includes center armrest, cupholder, storage and driver's side manual
lumbar.
Monotone Paint Application
179" Wheelbase
Radio: AM/FM Stereo w/MP3 Player
Includes 6 speakers.
Includes:
- SYNC 4 Communication & Entertainment System
Includes enhanced voice recognition, 911 Assist, 8" LCD center stack
screen, AppLink and 1 smart -charging USB port.
3 -Ton Mechanical Jack
Snow Plow Prep Package
Includes pre -selected springs (see order guide supplemental reference for
springs/FGAWR of specific vehicle configurations). Note 1: Restrictions
apply; see supplemental reference or body builders layout book for
details. Note 2: Also allows for the attachment of a winch. Note 3: Highly
recommended to add (86M) dual battery on 7.3L gas engine. Adding
(678) 410 amp dual alternators for diesel engine is highly recommended
for max power output.
Transfer Case Skid Plates
Automated Emergency Braking (AEB) Removal
Removes Pre -Collision Assist with Automated Emergency Barking (AEB)
and ftzwzd collision warning, auto high beams, post impact braking and
audible lane departure warning.
Dual 68 AH/65 AGM Battery
410 Amp Dual Altemators
Includes 250 Amp + 160 Amp.
Platform Running Boards
Center High -Mounted Stop Lamp (CHMSL)
Front License Plate Bracket
Standard in states requiring 2 license plates and optional to
all others.
Rear View Camera & Prep Kit
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
3
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
As Configured Vehicle (cont'd)
Code Description
Pre -installed content includes cab wiring and frame wiring to the rear most
cross member. Upfitters kit includes camera with mounting bracket, 20'
jumper wire and camera mounting/aiming instructions.
52B
43C
76C
Fleet Options
WARANT
Emissions
425
Exterior Color
Z1_01
Interior Color
1S_06
Trailer Brake Controller
120V/400W Outlet
Includes 1 in -dash mounted outlet.
Includes:
- Dual 68 AH/65 AGM Battery
Exterior Backup Alarm (Pre -Installed)
Fleet Customer Powertrain Limited Warranty
Requires valid FIN code.
Ford is increasing the 5 -year 60,000 -mile limited powertrain warranty to 5 -
years, 100,000 miles. Only Fleet purchasers with a valid Fleet
Identification Number (FIN code) will receive the extended warranty.
When the sale is entered into the sales reporting system with a sales type
fleet along with a valid FIN code, the warranty extension will automatically
be added to the vehicle. The extension will stay with the vehicle even if it
is subsequently sold to a non -fleet customer before the expiration. This
extension applies to both gas and diesel powertrains. Dealers can check
for the warranty extension on eligible fleet vehicles in OASIS. Please refer
to the Warranty and Policy Manual section 3.13.00 Gas Engine
Commercial Warranty. This change will also be reflected in the printed
Warranty Guided distributed with the purchase of every new vehicle.
50 -State Emissions System
Oxford White
Medium Dark Slate w/Cloth 40/20/40 Split Bench Seat
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
4
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley14901 4901 29th Street Greeley Colorado 1 806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs
Dimensions
• Conventional Capacity: 13,500 lbs. • GCWR: 27,200 lbs. • Fifth -wheel towing capacity: 19,300 lbs. • Gooseneck towing
capacity: 19,400 lbs. • Front brake diameter: 14.3" • Rear brake diameter: 14.3" • Vehicle body length: 265.2" • Vehicle
body width: 80.0" • Vehicle body height: 82.1" • Wheelbase: 179.0" • Vehicle turning radius: 29.4' • Front track: 68.3" •
Rear track: 68.1" • Cab to axle: 60.0" • Rear tire outside width: 79.6" • Axle to end of frame: 47.2" • Frame section
modulus: 12.7 cu.in. • Frame yield strength (psi): 50000.0 • Frame rail width: 34.1" • Front bumper to front axle: 38.3" •
Front bumper to back of cab: 158.1" • Interior rear cargo volume with seats folded: 52.1 cu.ft. • Max interior rear cargo
volume: 52.1 cu.ft. • Total passenger volume: 131.7 cu.ft. • Headroom first -row: 40.8" • Headroom second -row: 40.4" • Leg
room first -row: 43.9" • Leg room second -row: 43.6" • Shoulder room first -row: 66.7" • Shoulder room second -row: 65.9" •
Hip room first -row: 62.5" • Hip room second -row: 64.7"
Powertrain
• Spark ignition system • 7.3L V-8 DEVCT variable valve control, engine with 335HP • Engine cylinders: V-8 • Injection
Type: sequential MPI • Horsepower: 335 HP@3750 RPM • Torque: 468 lb.-ft.@3750 RPM • Radiator • Auxiliary power
take -off • 10 -speed automatic • Part-time 4WD • Four-wheel drive • Recommended fuel: regular unleaded • All -speed ABS
and driveline traction control • Electronic transfer case shift • Driver selectable rear locking differential • Auto locking hub
control
Fuel Economy and Emissions
• Gasoline secondary fuel type • Federal emissions
Suspension and Handling
• Firm ride suspension • Heavy-duty front shock absorbers • Heavy-duty rear shock absorbers
Driveability
• 4 -wheel disc brakes • Front and rear ventilated disc brakes • 4 -wheel antilock (ABS) brakes • Four channel ABS brakes •
Brake assist system • Hill Start Assist • Mono -beam rigid axle front suspension • Front anti -roll bar • Front coil springs •
Rigid axle rear suspension • Rear anti -roll bar • Leaf spring rear suspension • Hydraulic power -assist steering system •
Re -circulating ball steering • 2 -wheel steering system
Body Exterior
• Trailer wiring harness * Running boards • 4 doors • Clearcoat paint • Monotone paint • Black side window trim • Black
door handles • Black windshield trim • Black front bumper • 2 front tow hooks • Black front bumper rub strip • Black grille •
Convex spotter in driver and passenger side door mirrors • Manual extendable trailer mirrors • Turn signal indicator in door
mirrors • Black door mirrors • Conventional left rear passenger door • Conventional right rear passenger door
LT275/70RS18 AT BSW front and rear tires • 18 x 8 -inch front and rear argent steel wheels
Convenience
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
5
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
• Power door locks with 2 stage unlocking • Keyfob activated door locks • All -in -one remote fob and ignition key • Auto -
locking doors • Cruise control with steering wheel mounted controls • FordPass Connect smart device vehicle start control
• Day/Night rearview mirror • Power first -row windows • Fixed rear windshield • Front beverage holders • Illuminated
locking glove box • 8 beverage holders • Rear beverage holders • Illuminated glove box • Instrument panel covered bin •
Dashboard storage • Retained accessory power • Trip computer • Upfitter switches • Over the air updates • PRND in IP
Comfort
• Manual climate control • Cabin air filter • Rear under seat climate control ducts • Cloth headliner material • Full headliner
coverage • Full vinyl floor covering • Full floor coverage * Cloth rear seat upholstery • Carpet rear seatback upholstery •
Urethane steering wheel • Manual tilting steering wheel • Manual telescopic steering wheel
Seats and Trim
• Seating capacity: 6.40-20-40 split -bench front seat • Driver seat with 4 -way directional controls • Front passenger seat
with 4 -way directional controls • Height adjustable front seat head restraints • Manual front seat head restraint control •
Split -bench front seat • Front seat center armrest • Front seat armrest storage • Manual reclining driver seat • Manual
driver seat fore/aft control • Manual reclining passenger seat • Manual passenger seat fore/aft control • Fixed rear seats •
Height adjustable rear seat head restraints • Splittbench rear seat • Manual driver seat lumbar * Cloth front seat
upholstery
Entertainment Features
• 2 total number of 1st row displays • 8 inch primary display • Primary touchscreen display • AM/FM stereo radio • AM/FM •
In -vehicle audio • AM radio • FM radio • Seek scan • SYNC 4 external memory control • Standard grade speakers •
Speakers number: 6 • Steering wheel mounted audio controls • SYNC 4 voice activated audio controls • Speed sensitive
volume • Wireless audio streaming • Fixed audio antenna
Lighting, Visibility and Instrumentation
• Digital/analog instrumentation display • Configurable instrumentation gauges • Trip odometer • In -radio display clock •
Compass • Exterior temperature display • Driver information center • Tachometer • Oil pressure gauge • Engine/electric
motor temperature gauge • Transmission fluid temperature gauge • Engine hour meter • Gauge cluster display size
(inches): 4.20 • Light tinted windows • Reflector headlights • Halogen headlights • Autolamp auto on/off headlight control •
Multiple enclosed headlights • Delay -off headlights • DRL preference setting • Variable intermittent front windshield wipers
• Illuminated entry • Front reading lights • Rear reading lights • Variable instrument panel light • Daytime running lights •
Cab clearance lights * High mounted center stop light • Remote activated perimeter approach lighting • Fade interior
courtesy lights
Technology and Telematics
• SYNC 4 911 Assist emergency SOS system via mobile device • SYNC 4 handsfree wireless device connectivity • Smart
device wireless mirroring • FordPass App mobile app access • FordPass Connect 5G mobile hotspot internet access • 2
USB ports
Safety and Security
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
6
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1 806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
• Driver front impact airbag • Seat mounted side impact driver airbag • Safety Canopy System curtain first and second -row
overhead airbags • Passenger front impact airbag • Seat mounted side impact front passenger airbag • 6 airbags • Front
height adjustable seatbelts • SecuriLock immobilizer • Ford Security Package (1 -year included with activation) security
system • Remote panic alarm * Rear mounted camera • AdvanceTrac w/Roll Stability Control electronic stability control
system with anti -rollover * Back-up alarm • Manual rear child safety door locks
Dimensions
General Weights
Curb weight 6,478 lbs. Rear curb weight
GVWR 11,400 lbs. Payload
Trailering Weights
Fifth -wheel towing capacity 19,300 lbs. Gooseneck towing capacity
Conventional capacity 13,500 lbs. GCWR
Front Weights
Front curb weight 3,925 lbs. *GAWR front
Axle capacity front 5,200 lbs. *Spring rating front
*Tire/wheel capacity front 7,180 lbs.
Rear Weights
GAWR rear 6,780 lbs.
Spring rating rear 6,780 lbs.
Axle capacity rear
*Tire/wheel capacity rear
Off Road
Min ground clearance 8.9"
Exterior Measurements
Vehicle body length 265.2" Vehicle body width
Vehicle body height 82.1" Wheelbase
Front brake diameter 14.3" Rear brake diameter
Rear frame height loaded 29.2" Rear frame height unloaded
Front track 68.3" Rear track
Vehicle turning radius 29.4' Cab to axle
Rear tire outside width 79.6" Axle to end of frame
Frame section modulus 12.7 cu.in. Frame yield strength (psi)
Frame rail width 34.1" Front bumper to front axle
Front bumper to back of cab 158.1"
Interior Measurements
Max interior rear cargo volume 52.1 cu.ft.
Interior Volume
Total passenger volume 131.7 cu.ft.
2,553 lbs.
4,850 lbs.
19,400 lbs.
27,200 lbs.
5,950 lbs.
5,950 lbs.
6,780 lbs.
7,180 lbs.
80.0"
179.0"
14.3"
34.0"
68.1"
60.0"
47.2"
50000.0
38.3"
Interior rear cargo volume with seats folded 52.1 cu.ft.
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
7
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
Headroom
Headroom first -row 40.8" Headroom second -row 40.4"
Legroom
Leg room first -row 43.9" Leg room second -row 43.6"
Shoulder Room
Shoulder room first -row 66.7" Shoulder room second -row 65.9"
Hip Room
Hip room first -row 62.5" Hip room second -row 64.7"
Powertrain
Engine
Engine 7.3L V-8 DEVCT variable valve control, Valves per cylinder 2
engine with 335HP
Engine cylinders V-8 Injection type sequential MPI
Engine location Front mounted engine Ignition Spark ignition system
Engine mounting direction Longitudinal mounted Engine block material Iron engine block
engine
Cylinder head material Aluminum cylinder head
Engine Specs
Displacement 7.3L cc 445 cu.in.
Bore 4.21" Stroke 3.98"
Compression ratio 10.5 SAEJ1349 AUG2004 compliant
Engine Power
Horsepower 335 HP@3750 RPM Torque 468 I5.-ft.@3750 RPM
Alternator
*Alternator amps 250A *Alternator type Dual alternator
*Alternator rating 160A
Battery
Battery amps 68Ah * Battery type Dual lead acid battery
Battery rating 750CCA Battery run down protection Battery run down
protection
Engine Extras
Radiator Radiator Auxiliary power take -off Auxiliary power take -off
Transmission
Transmission 10 -speed automatic Transmission electronic control Transmission
electronic control
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
8
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
Overdrive transmission Overdrive transmission Lock -up transmission Lock -up transmission
First gear ratio 4.615 Second gear ratio 2.919
Third gear ratio 2.132 Fourth gear ratio 1.773
Fifth gear ratio 1.519 Sixth gear ratio 1.277
Reverse gear ratio 4.695 Seventh gear ratio 1
Eighth gear ratio 0.851 Ninth gear ratio 0.687
Tenth gear ratio 0.632 Stall ratio 1.97
Selectable mode transmission Selectable mode Sequential shift control SelectShift Sequential shift
transmission control
Transmission oil cooler Transmission oil cooler PTO transmission provision PTO transmission
provision
Drive Type
4WD type
Drivetrain
Axle ratio
Exhaust
Tailpipe
Fuel
Fuel type
Fuel Tank
Fuel tank capacity
Drive Feature
Traction control All -speed ABS and driveline traction Locking hub control Auto locking hub control
control
Transfer case Electronic transfer case shift Rear locking differential Driver selectable rear locking
differential
Provisions
Provisions
Part-time 4WD Drive type Four-wheel drive
4.3
Stainless steel single exhaust
regular unleaded
40.00 gal.
Snow plow provisions
Fuel Economy and Emissions
Fuel Economy
Secondary fuel type Gasoline secondary fuel type
Emissions
Emissions Federal emissions
Suspension and Handling
Suspension
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
9
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado ( 806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
Suspension Firm ride suspension
Rear shock absorbers
absorbers
Driveability
Brakes
Brake type
ABS brakes
Brake Assistance
Hill start assist
Front Suspension
Front anti -roll
Heavy-duty rear shock
4 -wheel disc brakes
Four channel ABS brakes
Hill Start Assist
Front anti -roll bar
Front shock absorbers Heavy-duty front shock
absorbers
Ventilated brakes Front and rear ventilated disc
brakes
ABS brakes 4 -wheel antilock (ABS) brakes
Brake assist system Brake assist system
Suspension ride type front Mono -beam rigid axle front
suspension
Front Spring
* HD front springs Heavy-duty front springs Springs front Front coil springs
Rear Spring
Springs rear Rear leaf springs Rear springs Heavy-duty rear springs
Rear Suspension
Rear anti -roll Rear anti -roll bar Suspension type rear Leaf spring rear suspension
Suspension ride type rear Rigid axle rear suspension
Steering
Steering Hydraulic power -assist steering system Steering type Re -circulating ball steering
Steering type number of wheels 2 -wheel steering
system
Exterior
Front Wheels
Front wheels diameter
Rear Wheels
Rear wheels diameter
Front And Rear Wheels
Appearance
Front Tires
*Aspect
18" Front wheels width
18" Rear wheels width
argent Material
70 Diameter
8"
8"
steel
18"
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
10
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley j 4901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
Sidewalls BSW Speed
*Tread AT Type
Width 275mm * Front wheel - RPM
Rear Tires
*Aspect
Sidewalls
*Tread
Width
Body Exterior
Trailering
Towing wiring harness
Towing trailer sway
Exterior Features
Number of doors
*Skid plate
70 Diameter
BSW Speed
AT Type
275mm * Rear wheel - RPM
Trailer wiring harness
Trailer sway control
4 doom
1 underbody skid plate
Body
Body panels Aluminum body panels with side impact
beams
S
LT
628
18"
S
LT
628
*Towing brake controller Trailer brake controller
* Running boards Running boards
* License plate front bracket Front license plate
bracket
Mirrors
Convex spotter Convex spotter in driver and Turn signal in door mirrors Turn signal indicator in
passenger side door mirrors door mirrors
Spare Tire
*Spare tire Full-size spare tire with steel wheel *Spare tire location Spare tire mounted on the
frame or chassis
Tires
Front tires LT load rating E Rear tires LT load rating E
Wheels
Wheel covers Wheel hub covers
Convenience
Door Locks
Door locks Power door locks with 2 stage unlocking
All -in -one key All -in -one remote fob and ignition key
Cruise Control
Keyfob door locks
Auto door locks
Keyfob activated door locks
Auto -locking doors
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or prong adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
11
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
Cruise control Cruise control with steering wheel
mounted controls
Key Fob Controls
Fob remote vehicle controls FordPass Connect smart
device vehicle start control
Rear View Mirror
Day/Night rearview mirror Day/Night rearview mirror
Exterior Mirrors
Door mirrors
Heated door mirrors
side door mirrors
Front Side Windows
First -row windows
Overhead Console
Overhead console
Passenger Visor
Visor passenger mirror
Power Outlets
12V power outlets
Rear Windshield
Rear windshield
Power door mirrors Folding door mirrors Manual folding door mirrors
Heated driver and passenger
Storage
Number of beverage holders
Beverage holders rear
Illuminated glove box
Power first -row windows
Full overhead console Overhead console storage Overhead console storage
Passenger visor mirror
2 12V power outlets * 120V AC power outlets 1 120V AC power outlet
Fixed rear windshield
8 beverage holders
Rear beverage holders
Illuminated glove box
Dashboard storage Dashboard storage
Windows Feature
One -touch up window Driver and passenger one -
touch up windows
Windows Rear Side
Second -row windows
Miscellaneous
Trip computer
Upfitter switches
Over the air updates
Power second -row windows
Beverage holders Front beverage holders
Glove box Illuminated locking glove box
Instrument panel storage Instrument panel covered
bin
One -touch down window Driver and passenger one -
touch down windows
Trip computer PRND in IP PRND in IP
Upfitter switches Accessory power Retained accessory power
Over the air updates
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
12
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
Comfort
Climate Control
Climate control Manual climate control Cabin air filter
Rear under seat ductsRear under seat climate control
ducts
Headliner
Headliner material
Floor Trim
Floor covering
Second -Row Seat Trim
* Rear seat upholstery
Steering Wheel
Steering wheel material
Cabin air filter
Cloth headliner material Headliner coverage Full headliner coverage
Full vinyl floor covering Floor coverage Full floor coverage
Cloth rear seat upholstery Rear seatback upholstery Carpet rear seatback
upholstery
Urethane steering wheel Steering wheel telescopic Manual telescopic steering
wheel
Steering wheel tilt Manual tilting steering wheel
Seats and Trim
Seat Capacity
Seating capacity
Front Seats
Front seat type
6
Split -bench front seat Driver seat direction Driver seat with 4 -way directional
controls
Driver seat fore/aft control Manual driver seat fore/aft Passenger seat direction Front passenger seat with 4 -
control way directional controls
Split front seats 40-20-40 split -bench front seat Reclining passenger seat Manual reclining passenger
seat
Passenger seat fore/aft control Manual passenger Front head restraints Height adjustable front seat
seat fore/aft control head restraints
Front head restraint control Manual front seat head Armrests front center Front seat center armrest
restraint control
Armrests front storage Front seat armrest storage Reclining driver seat Manual reclining driver seat
Rear Seats
Bench seats
Split -bench rear seat
Folding second -row seats 60-40 folding rear seats
Rear seat folding position Fold -up rear seat cushion
Rear seats fixed or removable Fixed rear seats
Rear seat direction Front facing rear seat
Rear head restraints Height adjustable rear seat head
restraints
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
13
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
Rear head restraint control Manual rear seat head Number of rear head restraints 3 rear seat head
restraint control restraints
Lumbar Seats
Driver lumbar
Manual driver seat lumbar
Front Seat Trim
* Front seat upholstery Cloth front seat upholstery * Front seatback upholstery Cloth front seatback
upholstery
Interior Accents
Interior accents
Chrome interior accents
Gearshifter Material
Gearshifter material Urethane gear shifter material
Entertainment Features
Displays
Primary touchscreen display Primary touchscreen Number of first -row displays 2 total number of 1st row
display displays
Primary display size 8 inch primary display
Radio Features
External memory SYNC 4 external memory control Seek scan Seek scan
Speakers
Speakers Standard grade speakers Speakers number 6
Audio Features
Steering mounted audio control Steering wheel Speed sensitive volume Speed sensitive volume
mounted audio controls
Voice activated audio SYNC 4 voice activated audio Wireless streaming Wireless audio streaming
controls
Lighting, Visibility and Instrumentation
Instrumentation
Trip odometer
Trip odometer Instrumentation display Digital/analog instrumentation
display
Configurable instrumentation gauges Configurable
instrumentation gauges
Instrumentation Displays
Temperature display Exterior temperature display Driver information center Driver information center
Clock In -radio display clock Compass Compass
Instrumentation Gauges
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
14
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 1 4901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
Tachometer Tachometer Oil pressure gauge Oil pressure gauge
Transmission temperature gauge Transmission fluid Engine/electric motor temperature
temperature gauge gauge Engine/electric motor temperature gauge
Gauge cluster display size (inches) 4.20 Engine hour meter Engine hour meter
Instrumentation Warnings
Engine temperature warning Engine temperature Oil pressure waming Oil pressure warning
warning
Low fuel warning Low fuel warning Low brake fluid warning Low brake fluid warning
Battery charge warning Battery charge warning Headlights on reminder Headlights on reminder
Key in vehicle warning Key in vehicle warning Door ajar warning Door ajar warning
Service interval warning Service interval indicator Low tire pressure warning Tire specific low air
pressure warning
Glass
Tinted windows
Light tinted windows
Headlights
Headlights Halogen headlights Headlight type Reflector headlights
Auto headlightsAutolamp auto on/off headlight control Multiple headlights Multiple enclosed headlights
Delay off headlights Delay -off headlights DRL preference setting DRL preference setting
Front Windshield
Wipers Variable intermittent front windshield wipers
Interior Lighting
Illuminated entry Illuminated entry Variable panel light Variable instrument panel light
Front reading lights Front reading lights Rear reading lights Rear reading lights
Lights
Running lights Daytime running lights
Clearance lights Cab clearance lights
Perimeter approach lighting Remote activated
perimeter approach lighting
Interior courtesy lights Fade interior courtesy lights
* High mount stop light High mounted center stop
light
Technology and Telematics
Connectivity
Handsfree SYNC 4 handsfree wireless device Smart device integration Smart device wireless
connectivity mirroring
Emergency SOS SYNC 4 911 Assist emergency SOS
system via mobile device
Internet Access
Internet access FordPass Connect 5G mobile hotspot
internet access
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
15
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Selected Equip & Specs (cont'd)
USB Ports
USB ports
Safety and Security
2 USB ports
Airbags
Front impact airbag driver Driver front impact airbag
Front impact airbag passenger Passenger front
impact airbag
Front side impact airbag passenger Seat mounted
side impact front passenger airbag
Seatbelts
Height adjustable seatbelts Front height adjustable
seatbelts
Number of airbags 6 airbags
Front side impact airbag driver Seat mounted side
impact driver airbag
Overhead airbags Safety Canopy System curtain first
and second -row overhead airbags
Security System
Immobilizer SecuriLock immobilizer Remote panic alarm Remote panic alarm
Security system Ford Security Package (1 -year
included with activation) security system
Cameras
* Rear camera Rear mounted camera
Traction Control
Electronic stability control AdvanceTrac w/Roll
Stability Control electronic stability control system
with anti -rollover
Parking Sensors
* Back up alarm
Back-up alarm
Occupant Safety
Child door locks Manual rear child safety door locks
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
16
Prepared by: JOHN WIENEKE
01/06/2025 Ken Garff Ford Greeley 14901 29th Street Greeley Colorado 1806348723
2025 F-350 Chassis 4x4 SD Crew Cab 179" WB SRW XL (W3F)
Price Level: 520
Warranty
Standard Warranty
Basic Warranty
Basic warranty
Powertrain Warranty
Powertrain warranty
Corrosion Perforation
Corrosion perforation warranty
Roadside Assistance Warranty
Roadside warranty
F8 BASE PRICE $ 49,248.00
W3F/179 CREWCAB CHASSIS UPGRADE $ 974.00
TDX ALL TERRAIN TIRE UPGRADE $ 265.00
X4M 4.30 E LOCK REAR AXLE $ 390.00
99N 7.3 GAS ENGINE UPGRADE $ 4,479.00
18B PLATFORM RUNNING BOARDS $ 445.00
41P SKID PLATES $ 100.00
43C 120V/400W OUTLET $ 175.00
473 SNOW PLOW PREP PACKAGE $ 250.00
52B TRAILER BRAKE CONTROLLER $ 300.00
76C EXTERIOR BACKUP ALARM $ 220.00
36 months/36,000 miles
60 months/60,000 miles
60 months/unlimited
60 months/60,000 miles
Prices and content availability as shown are subject to change and should be treated as estimates only. Actual base vehicle, package and option pricing
may vary from this estimate because of special local pricing, availability or pricing adjustments not reflected in the dealer's computer system. See
salesperson for the most current information.
17
2/3/25, 1:37 PM bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATE!!co%5CPriceAwd.nsf&document!d=72EC56BD044AEFEB87258B960073...
Agreement #:
193819 State of Colorado Price Agreement
Classification: PERMISSIVE
Status: Current
Duration of Agreement:
Period Covered:
Sep 12, 2024 To Sep 30, 2025
Category_
Vehicles
Commodity Code:
Commodity
Description:
Vehicles - 2025
Ordering/Contact Information
Minority Owned: No
Company: Ken Garff Ford Greeley
Contact: John Wieneke
Order Number: 970-616-3721
Fax:
Address: 4901 29th Street
City, State, ZIP: Greeley, CO 80634
Quote Email:
How To Order/Agreement Prices
See attached price agreement
See attached detail sheets
Amendment from 2nd ITN is completed and added. See attachments.
Options:
Option to Renew for 1 More Year(s)
Department of Personnel and Administration
State Purchasing Office
1525 Sherman St., 3rd Floor
Denver, CO 80203
Amy Risley at (303) 866-5663
email: amy.risley@state.co.us
Small Business: No
Woman Owned: No
Doing Business As: Ken Garif Ford Greeley
Contact Email: jwieneke@kengarff.com
Toll Free/Cell Number:
Payment Terms:
F.O.B.:
Delivery:
With Canary for State Price Agreements, you can now provide feedback on the suppliers that you've worked with! Please visit our Canary for State Price
Agreements webpage for more information.
https://www.bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATE!!co%5CPriceAwd.nsf&documentld=72EC56BD044AEFEB87258B9600732A80... 1/3
2/3/25, 1:37 PM b!dscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATE!!co%5CPriceAwd.nsf&document!d=72EC56BD044AEFEB87258B960073...
Files: trgapplication/pdf 1,023 KB Ken_Garff_Greeley_SPA_193819.pdf
application/pdf 329 KB Ken_Garff_AMD1_195537.pdf
Contract Status: -select-
Vendor Insurance Certificate Expiration Dates
Workers' Comp: General Liability: Other Insurance: Other Insurance Description:
Jul 1, 2025
Not applicable Not applicable
Files: mi application/pdf 113 KB Ken Garff COI 2024 2025.pdf
Additional Attachments
Files: application/pdf 236 KB KH Pass Util Hybrid 4x4 Ken Garf Greeley.pdf
application/pdf 277 KB P5 Cargo Box 2.5 Ton Ford F650 Ken Garff Ford Greeley.pdf
application/pdf 1,405 KB KG Ford Greeley A7 Sedan Large Patrol Ford Mustang.pdf
application/pdf 302 KB KG Ford Greeley D5 15 Pass Van Ford Transit 350.pdf
!m application/pdf 376 KB KG Ford Greeley Fl PU Small 4x4 Maverick R1.pdf
g application/pdf 558 KB KG Ford Greeley F3.75 T 4x4 PU Ford F250.pdf
application/pdf 562 KB KG Ford Greeley F4 1 T 4x4 PU Ford F350.pdf
application/pdf 558 KB KG Ford Greeley F8 .75 T CW Cab 4x4 Ford F350.pdf
!m' application/pdf 517 KB KG Ford Greeley FE PU BEV .5 T 4x4 Ford F150 Lightning.pdf
application/pdf 411 KB KG Ford Greeley H4 Util Trk 1 T 4x4 Ford F350.pdf
application/pdf 276 KB KG Ford Greeley K6 Pass Util Ex Small 4x4 Ford Bronco.pdf
application/pdf 594 KB KG Ford Greeley T4 Cab Chassis 1.5 T DRW Ford F450.pdf
application/pdf 597 KB KG Ford Greeley T5 Cab Chassis 2 Ton DRW Ford F550.pdf
tgi application/pdf 328 KB KG Ford Greeley Fl PU Small 4x4 Ford Ranger R1.pdf
application/pdf 242 KB KG Ford Greeley PE Delvery Van Electric Ford E Transit.pdf
Conditions Of Agreement
This Agreement results from the following solicitation:
Number:
Files:
Amendments:
Amendment Number:
Amendment Effective
On:
Reason For
Amendment:
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L/UUUDlylI CI IVelOpe IU. V JF,IMLCC J/'h.7-'4OC'4-OU:J l -UCL UDL,,,FL/UM
CMS # 193819
STATE OF COLORADO PRICE AGREEMENT
SIGNATURE AND COVER PAGE
State Agency
Department of Personnel and Administration, State Purchasing
and Contracts Office
Contract Number
193819
Contractor
KGA-FLG, LLC dba Ken Garff Ford Greeley
Contract Performance Beginning Date
Later of September 5, 2024 or the Effective Date
Contract Description
2025 or newer vehicles
Initial Contract Expiration Date
September 30, 2025
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to
bind the Party authorizing his or her signature.
CONTRACTOR
KGA-FLG, LLC dba Ken Garff Ford Greeley
-DoeuSlgned by:
itiLIA. IMLIA1kL
STATE OF COLORADO
Jared Polis, Governor
Department of Personnel and Administration,
State Purchasing and Contracts Office
Tony Gherardini, Executive Director
r-DocuSigned by:
jt GU,
'-9Fco4B cinhn Wieneke, Commercial Account Manager
Date: 9/11/2024
L_EF45Ai 81 dan Chapman, State Purchasing Manager
Date:9/12/2024
In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
f-DocuSigned by:
By: 1 ,. A./9,
`-88s58898cc1A43A... Nathan Manley
Effective Date: 9/12/2024
CMS #193819
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CMS # 193819
TABLE OF CONTENTS
SIGNATURE AND COVER PAGE 1
1. PARTIES 2
2. TERM AND EFFECTIVE DATE 2
3. AUTHORITY 4
4. PURPOSE 4
5. DEFINITIONS 4
6. STATEMENT OF WORK 7
7. PAYMENTS TO CONTRACTOR 7
8. RESERVED 8
9. REPORTING - NOTIFICATION 8
10. CONTRACTOR RECORDS 8
11. CONFIDENTIAL INFORMATION -STATE RECORDS 9
12. CONFLICTS OF INTEREST 11
13. INSURANCE 11
14. BREACH 13
15. REMEDIES 14
16. DISPUTE RESOLUTION 16
17. NOTICES AND REPRESENTATIVES 16
18. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 17
19. GOVERNMENTAL IMMUNITY 17
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM 17
21. GENERAL PROVISIONS 18
22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 22
EXHIBIT A, GENERAL WORK REQUIREMENTS 1
EXHIBIT B, STATEMENT OF WORK 1
EXHIBIT C, PRICE LIST 1
EXHIBIT D, HIPAA BUSINESS ASSOCIATE AGREEMENT 1
1. PARTIES
This Contract is entered into by and between Contractor named on the Signature and Cover Page
for this Contract (the "Contractor"), and the STATE OF COLORADO acting by and through the
State agency named on the Signature and Cover Page for this Contract (the "State"). Contractor
and the State agree to the terms and conditions in this Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall not
be bound by any provision of this Contract before the Effective Date, and shall have no
obligation to pay Contractor for any Work performed or expense incurred before the Effective
Date or after the expiration or sooner termination of this Contract.
B. Initial Term
The Parties' respective performances under this Contract shall commence on the Contract
Performance Beginning Date shown on the Signature and Cover Page for this Contract and
shall terminate on the Initial Contract Expiration Date shown on the Signature and Cover
CMS #193819
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CMS # 193819
Page for this Contract (the "Initial Term") unless sooner terminated or further extended in
accordance with the terms of this Contract.
C. Extension Terms
The Parties may extend the Term of this Contract by written amendment for one (1) additional
twelve (12) month period executed by the Parties and approved by the State Controller prior
to the termination of the Contract on September 30, 2025. Extensions must be issued prior to
August 31, 2025. Continuation of this Contract beyond the initial term is not a right of the
Contractor. The State may enter into an amendment to extend the Term when such extension
is clearly in the best interest of the State.
D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written notice to Contractor as provided in §17, 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 Contract 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 Contract.
E. Order Term
Orders may only be placed prior to the expiration or earlier termination of this Contract, but
may have a delivery date or performance period that extends no longer than 300 calendar
days following that expiration or earlier termination date. Regardless of whether this
Contract 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 Contract necessary to complete all outstanding Orders shall survive the expiration or
termination of this Contract until all such Orders are complete.
F. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of Colorado as
determined by its Governor, General Assembly, or Courts. If this Contract ceases to further
the public interest of the State, the State, in its discretion, may terminate this Contract in
whole or in part. This subsection shall not apply to a termination of this Contract by the State
for breach by Contractor, which shall be governed by §15.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §17. The
notice shall specify the effective date of the termination and whether it affects all or a
portion of this Contract.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Contractor
shall be subject to the rights and obligations set forth in §15.A.i.a.
iii. Payments
If the State terminates this Contract in the public interest, the Purchasing Entities shall
pay Contractor according to their orders with the Contractor. The sum of any and all
CMS #193819
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CMS # 193819
payments shall not exceed the maximum amount payable to Contractor under each
order.
3. AUTHORITY
Authority to enter into this Contract exists in §24-102-202, C.R.S. and 1 CCR 101-9 R-24-102-
202-01.
4. PURPOSE
The Parties are entering into this Contract for 2025 or newer vehicles as a result of Invitation to
Negotiate ITN SPCO-AR-25-01 ColoradoVSS # 2024000007.
5. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Business Day" means any day in which the State is open and conducting business, but shall
not include Saturday, Sunday or any day on which the State observes one of the holidays
listed in §24-11-101(1), C.R.S.
B. "Business Interruption" means any event that disrupts Contractor's ability to complete the
Work for a period of time, and may include, but is not limited to a Disaster, power outage,
strike, loss of necessary personnel or computer virus.
C. "Ceiling Price" means the maximum price Contractor or a Subcontractor may charge for a
Good or Service under this Contract.
D. "Chief Procurement Officer" means the individual to whom the Executive Director 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.
E. "CJI" means criminal justice information collected by criminal justice agencies needed for
the performance of their authorized functions, including, without limitation, all information
defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of
Investigation, Criminal Justice Information Services Security Policy, as amended and all
Criminal Justice Records as defined under §24-72-302, C.R.S.
F. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
G. "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
Contract.
H. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S.
I. "Disaster" means an event that makes it impossible for Contractor to perform the Work out
of its regular facility or facilities, and may include, but is not limited to, natural disasters, fire
or terrorist attacks.
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CMS # 193819
J. "End of Term Extension" means the time period defined in §2.D.
K. "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.
L. "Effective Date" means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature and Cover Page for this
Contract.
M. "Exhibits" means the following exhibits attached to this Contract:
i. Exhibit A, General Requirements.
ii. Exhibit B, Statement of Work.
iii. Exhibit C, Price List
iv. Exhibit D, HIPAA Business Associate Agreement
v.
N. "Extension Term" means the time period defined in §2.C
O. "Goods" means any movable material acquired, produced, or delivered by Contractor as set
forth in this Contract 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 §2.B
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
Contract 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, institution of higher education within the State, political subdivisions of the State,
authorized non-profit organizations and other authorized entities.
U. "PCI" means payment card information including any data related to credit card holders'
names, credit card numbers, or the other credit card information as maybe protected by state
or federal law.
V. "PII" means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
trace an individual's identity, such as name, social security number, date and place of birth,
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mother's maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
information. PII includes, but is not limited to, all information defined as personally
identifiable information in §24-72-501, C.R.S. and 24-73-101, C.R.S. "PII" shall also mean
"personal identifying information" as set forth at § 24-74-102, et. seq., C.R.S.
W. "PHI" means any protected health information, including, without limitation any information
whether oral or recorded in any form or medium: (i) that relates to the past, present or future
physical or mental condition of an individual; the provision of health care to an individual;
or the past, present or future payment for the provision of health care to an individual; and
(ii) that identifies the individual or with respect to which there is a reasonable basis to believe
the information can be used to identify the individual. PHI includes, but is not limited to, any
information defined as Individually Identifiable Health Information by the federal Health
Insurance Portability and Accountability Act.
X. "Services" means the services to be performed by Contractor as set forth in this Contract,
and shall include any services to be rendered by Contractor in connection with the Goods.
Y. "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,
PHI, Tax Information, CJI, and State personnel records not subject to disclosure under
CORA.
Z. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a), C.R.S..
AA. "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.
BB. "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.
CC. "Subcontractor" means third -parties, if any, engaged by Contractor 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.
DD. "Tax Information" means federal and State of Colorado tax information including, without
limitation, federal and State tax returns, return information, and such other tax -related
information as may be protected by federal and State law and regulation. Tax Information
includes, but is not limited to all information defined as federal tax information in Internal
Revenue Service Publication 1075.
EE. "Work" means the Goods delivered and Services performed pursuant to this Contract.
FF. "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 Contract that is defined in an Exhibit shall be construed and interpreted
as defined in that Exhibit.
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6. STATEMENT OF WORK
Contractor shall complete the Work as described in this Contract and in accordance with the
provisions of Exhibits A and B and any Order.
7. PAYMENTS TO CONTRACTOR
A. Payments Under Orders
i. Each Purchasing Entity will make its own payments under any Order that it enters into.
The State shall not be liable to Contractor for any payments due under any Order unless
the State is a party to that Order.
ii. 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.
Effective July 1, 2022, per C.R.S. § 5-2-212, merchants are now allowed to add a
surcharge to credit card transactions. The surcharge can be a maximum of 2% the
transaction amount and does not apply to debit cards. To cover the cost of processing
a credit or charge card transaction, and pursuant to section §5-2-212, Colorado
Revised Statutes, a seller or lessor may impose a processing surcharge in an
amount not to exceed 2% of the total payment made for goods or services
purchased or leased by use of a credit or charge card.
iii. The State shall not pay any amount to Contractor under this Contract 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
and Purchasing Entity that is not the State.
B. Payment Procedures
i. Invoices
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
is a party to that Order. Contractor shall allow State and Purchasing Entities a
minimum of thirty (30) days after receipt of an invoice to pay for products or Services
provided by Contractor. State law and regulations provide that State payments made
within forty-five (45) days are not considered delinquent, and unless otherwise agreed,
State and Purchasing Entities will pay interest on any unpaid balance beginning on the
46th day at the rate of one (1) percent per month on any unpaid balance 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 and Purchasing Entities separately for accrued
interest on delinquent amounts due. §24-30-202(24) C.R.S.
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
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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. Discount and Delinquency Period
Any applicable cash discount period or delinquency period for the amounts shown on
an invoice shall begin on the date of the Purchasing Entity's approval of that 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.
8. RESERVED
9. REPORTING - NOTIFICATION
A. 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 Contract or may affect Contractor's ability to perform its obligations under this
Contract, 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 principal representative
identified in §17.
B. 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, in accordance with §17, 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 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 §9.B shall constitute a breach of this Contract. This §9.B shall
not apply if the Contract Funds include any federal funds.
10. 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"). Contractor Records shall include
all documents, records, communications, notes and other materials maintained by Contractor
that relate to any Work performed by Subcontractors, and Contractor shall maintain all
records related to the Work performed by Subcontractors required to ensure proper
performance of that Work. Contractor shall maintain Contractor Records until the last to
occur of: (1) the date 3 years after the date this Contract expires or is terminated, (ii) final
payment under this Contract 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
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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 Contract 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 Contract or the Work, whether
the audit is conducted by Contractor or a third party.
11. 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 Contract, 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 including, without limitation: (i) the most recently promulgated IRS Publication
1075 for all Tax Information, (ii) the most recently updated PCI Data Security Standard from
the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the
U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information
Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and
Accountability Act for all PHI and the HIPAA Business Associate Addendum attached to
this Contract. Contractor shall immediately forward any request or demand for State Records
to the State's principal representative.
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 Contract. Contractor shall ensure all such agents, employees, assigns,
and Subcontractors sign agreements containing nondisclosure provisions at least as protective
as those in this Contract, and that the nondisclosure provisions are in force at all times the
agent, employee, assign or Subcontractor has access to any State Confidential Information.
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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 Contract, 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 none of
Contractor or any of its 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 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 adjust or direct
modifications to this plan in its sole discretion, and Contractor shall make all modifications
as directed by the State. If Contractor cannot produce its analysis and plan within the allotted
time, the State, in its discretion, may perform such analysis and produce a remediation plan,
and Contractor shall reimburse the State for the actual costs thereof. 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,
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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 _ on an annual basis Contractor's duty and obligation
to certify as set forth in Exhibit _ 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.
12. 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
Contract. 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 Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, 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 that reasonably appear
to be in conflict with the full performance of Contractor's obligations under this Contract.
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 Contract.
13. 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 Contract and until all orders
for Goods or Services or both are delivered and accepted. All insurance policies required by this
Contract 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.
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:
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i. 1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one 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. Garage Keepers Liability
The Garage Keepers Liability Insurance must have a minimum of $1,000,000 per occurrence.
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
E. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PCI, PHI,
Tax Information, and CJI, and claims based on alleged violations of privacy rights through
improper use or disclosure of protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
F. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
H. 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.
I. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any insurance
or self-insurance program carried by Contractor or the State.
J. 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
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prior notice to Contractor and Contractor shall forward such notice to the State in accordance
with §17 within 7 days of Contractor's receipt of such notice.
K. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Contract 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.
L. 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 "GIA"), Contractor shall maintain, in lieu of the liability
insurance requirements stated above, at all times during the term of this Contract 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 Contract, 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.
M. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance coverage
required in this Contract within 7 Business Days following the Effective Date. Contractor
shall provide to the State certificates evidencing Subcontractor insurance coverage required
under this Contract 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 Contract
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 Contract, 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 §13.
14. BREACH
A. Defined
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, shall be a breach. 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 30 days after the institution of such
proceeding, shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, the aggrieved Party shall give written notice of breach to the other
Party. If the notified Party does not cure the breach, 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 Contract to the contrary, the State, in its
discretion, need not provide notice or a cure period and may immediately terminate this
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Contract in whole or in part or institute any other remedy in this Contract in order to protect
the public interest of the State; 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 Contract and fails to cure such breach,
the State, following the notice and cure period set forth in §14.B., shall have all of the
remedies listed in this §15.A. in addition to all other remedies set forth in this Contract or at
law. The State may exercise any or all of the remedies available to it, in its discretion,
concurrently or consecutively.
Termination for Breach
In the event of Contractor's uncured breach, the State may terminate this entire Contract
or any part of this Contract. Contractor shall continue performance of this Contract to
the extent not terminated, if any.
a. Obligations and Rights
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 Contract's terms. At the request of the State or any Purchasing
Entity, Contractor shall assign to the Purchasing Entity all of Contractor's rights,
title, and interest in and to such terminated orders or subcontracts. Upon
termination, Contractor shall take timely, reasonable and necessary action to
protect and preserve property in the possession of Contractor in which the
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 Purchasing Entity at the State or Purchasing Entity's request.
b. Payments
Notwithstanding anything to the contrary, Participating Entities shall only pay
Contractor for accepted Work received as of the date of termination. 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 Contract had been terminated in the public interest under §2.F.
c. Damages and Withholding
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 withhold
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any amount that may be due Contractor as the Purchasing Entity deems necessary
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.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
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 not be liable for costs incurred by Contractor after the suspension of
performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
Deny payment 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.
d. 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 Contract is deemed by the State to be contrary to the public interest or the
State's best interest.
e. 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 Contract and does not cure such breach,
Contractor, following the notice and cure period in §14.B 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
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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, in addition to 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 five (5) Business Days following Contractor's receipt of
that notice of breach or termination.
16. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Contract which cannot be resolved by the designated Contract representatives or through a
dispute on an Order, as described in Exhibit A, 3.F, 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.
B. Resolution of Controversies arising under this Contract
If the initial resolution described in §16.A fails to resolve the dispute within 10 Business
Days, Contractor shall submit any alleged breach of this Contract by the State to the
Procurement Official of the State Purchasing and Contracts Office as described 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
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.
C. Resolution of Controversies arising under any Order made pursuant to this Contract
Any dispute between Contractor and a Purchasing Entity concerning the performance of an
Order shall be resolved under the dispute resolution processes as described in the applicable
Order. If the Order does not describe a dispute resolution process, the dispute shall be
resolved under the Purchasing Entity's dispute resolution statutes, policies, or other
applicable regulations, or in a manner as agreed upon by the Purchasing Entity and
Contractor.
17. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal representative of the designating Party. All
notices required or permitted to be given under this Contract shall be in writing, and shall be
delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party's
principal representative at the address set forth below or (C) as an email with read receipt requested
to the principal representative at the email address, if any, set forth below. 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
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hand with receipt required or by certified or registered mail to such Party's principal representative
at the address set forth below. Either Party may change its principal representative or principal
representative contact information by notice submitted in accordance with this §17 without a
formal amendment to this Contract. Unless otherwise provided in this Contract, notices shall be
effective upon delivery of the written notice.
For the State: For Contractor:
Amy Risley John Wieneke
SPCO Ken Garff Ford Greeley
1525 Sherman St 4901 29th Street
5th floor Address Line 2
Denver, CO 80203 Greeley, CO, 80634
Amy.risley@state.co.us jwieneke@kengarff.com
18. 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 State 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 defmition 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 Contract, 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 Contract without the prior written consent of
the State. Upon termination of this Contract 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.
19. 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 GIA; 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.
20. 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 anytime thereafter, this §20 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
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"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.
21. GENERAL PROVISIONS
A. Assignment
Contractor's rights and obligations under this Contract 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 Contract
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 such subcontract upon request by the State. All subcontracts entered into by
Contractor in connection with this Contract 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 Contract.
C. Binding Effect
Except as otherwise provided in §21.A., all provisions of this Contract, 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
Contract and the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Contract 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.
F. Counterparts
This Contract 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 Contract 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 Contract. Prior or contemporaneous additions, deletions, or
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other changes to this Contract shall not have any force or effect whatsoever, unless embodied
herein.
H. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only be
effective if agreed to in a formal amendment to this Contract, properly executed and approved
in accordance with applicable Colorado State law and State Fiscal Rules. Modifications
permitted under this Contract, other than contract amendments, shall conform to the policies
issued by the Colorado State Controller.
Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Contract 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 Contract.
J. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachment such conflict or inconsistency shall be resolved by reference to the documents in
the following order of priority:
i. Colorado Special Provisions in §22 of the main body of this Contract.
ii. The provisions of the other sections of the main body of this Contract.
iii. Exhibit A, General Requirements
iv. Exhibit D, HIPAA Business Associate Agreement
v. Exhibit B, Statement of Work.
vi. Exhibit C, Price List
Notwithstanding anything to the contrary herein, the State and Purchasing Entities shall not
be subject to any provision incorporated in any exhibit attached hereto, 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. Neither
shall the State be subject to any provision 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 laws, 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 §22 or the main body of this Contract.
K. Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the validity
or enforceability of any other provision of this Contract, which shall remain in full force and
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effect, provided that the Parties can continue to perform their obligations under this Contract
in accordance with the intent of this Contract.
L. Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination or
expiration of this Contract shall survive the termination or expiration of this Contract and
shall be enforceable by the other Party.
M. 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 Contract. 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.
N. Third Party Beneficiaries
Except for a Purchasing Entity and/or the Parties' respective successors and assigns described
in §21.A, this Contract does not and is not intended to confer any rights or remedies upon
any person or entity other than the Parties. Enforcement of this Contract 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 Contract are incidental to this Contract, and do not create
any rights for such third parties.
O. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Contract,
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.
P. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and
standards required under §24-106-107, C.R.S., if any, are subject to public release through
the CORA.
Q.
Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the highest
standards of care, skill and diligence in Contractor's industry, trade, or profession.
R. Licenses, Permits, and Other Authorizations.
Contractor shall secure, prior to the Effective Date, and maintain at all times during the term
of this Contract, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Contract, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term of
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their employment, agency or subcontract, all license, certifications, permits and other
authorizations required to perform their obligations in relation to this Contract.
S. 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 Contract.
ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §11
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 §11
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.
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.
T. Accessibility
i. 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
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the Accessibility Standards for Individuals with a Disability, as established by the
Governor's Office Of Information Technology (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.
ii. 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 the Office
of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S.
22. 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 and 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
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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.
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
seq., 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
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(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
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.
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EXHIBIT A, GENERAL WORK REQUIREMENTS
1. CONTRACTOR PERSONNEL
A. Contractor personnel shall work cooperatively with State and Purchasing Entity staff to
ensure the completion of the Work.
B. COLORADO REVISED STATUTES, 24-109-105
(2) A PERSON MAY BE DEBARRED FOR ANY OF THE FOLLOWING REASONS:
(d) Willful material failure to perform in accordance with the terms of one or more contracts,
following notice of such failure, or a history of material failure to perform, or of materially
unsatisfactory performance of, one or more contracts.
C. KEY PERSONNEL
Contractor shall designate people to hold the following specific personnel positions:
i. Primary Point of Contract - The Primary Point of Contract shall be
responsible for all of the following:
a. Serving as the individual responsible for addressing all questions and concerns for the
State and Purchasing Entities, unless an Order specifies another point of contact for that
Order.
b. Ensuring the completion of all Work in accordance with the Contract's requirements.
This includes, but is not limited to, ensuring the accuracy, timeliness and completeness
of all Work.
c. Overseeing all other personnel and ensuring proper staffing levels throughout the term of
the Contract.
ii. Quarterly Volume Reporting Lead - The Quarterly Volume Reporting
Lead shall be responsible for all of the following:
a. Ensuring the completeness and accuracy of the Quarterly Volume Reports described in
this Exhibit A.
b. Ensuring the final submission of the Quarterly Volume Reports described in this Exhibit
A by the appropriate due date for that report.
c. Reports must be submitted via e-mail to Amy Risley at: Amy.Risley@state.co.us
2. ORDERING AND ORDER FULFILLMENT
A. Ordering
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 request by a Purchasing
Entity, Contractor shall provide a complete and accurate Internal Revenue Service form W9
to that Purchasing Entity.
i. The State and Each Purchasing Entity may complete an Order in
accordance with its own rules and policies, as available to Contractor,
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using the appropriate documentation for that organization to issue an
Order.
a. Contractor shall communicate directly with each Purchasing Entity related to that
Purchasing Entity's Orders.
ii. 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 Contract.
iii. 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 intemet-based portal or electronic catalog.
a. Contractor's intemet-based portal and electronic catalogs shall clearly designate that they
are part of this Contract and shall have a link to the State's price agreement 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.
b. If Contractor provides an internet-based portal or electronic catalog, Contractor shall also
provide paper catalogs or catalogs on other digital media to each Purchasing Entity upon
request by that Purchasing Entity.
c. If Contractor's catalog will be either hosted on or accessed through the State's
eCommerce system, 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
Contract..
B. Marketing
i. If Contractor desires to distribute any materials, notices or literature with
the intent to market the Goods or Services ("Marketing Materials"),
Contractor shall deliver all such Marketing Materials to the State for
review and approval prior to distributing any such materials to a
Purchasing Entity.
a. The State will review submitted Marketing Materials and may approve, deny or request
changes to any Marketing Materials in its sole discretion. If the State requests changes,
Contractor may make those changes or may choose to rescind its submission for review
and approval.
b. Contractor shall not distribute any marketing materials to any Purchasing Entity prior to
receiving the State's approval of those Marketing Materials.
ii. The State shall not be responsible for maintaining any mailing lists or
creating, printing, mailing or distributing any of Contractor's Marketing
Materials, though the State may distribute Marketing Materials in its sole
discretion.
C. Additional Terms
i. Any additional terms and conditions on any invoice, statement, Contractor
time sheet, website, electronic license or use agreement or any other form,
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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 Contract 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.
3. DATES AND CONFIRMATIONS REQUIRED
A. For each vehicle ordered, vendors shall complete and return the "Contractor's Confirmation
of 2025 Vehicle Production for SFM" form Exhibit 3 (from Bid Specifications) to SFM or
"Contractor's Confirmation of 2025 Vehicle Production for Aurora" Exhibit 5 (from Bid
Specifications, or other entity Exhibit 5a (from Bid Specifications) to the Purchasing Entity as
soon as it is available, but no later than five (5) working days after notification from the
manufacturer. This form shall include the following information:
i. Date Contractor received SFM or Purchasing Entity Purchase Order (PO)
ii. Manufacturer's Factory Order # and date received
iii. Manufacturer's Factory Production Date
iv. Estimated date of delivery to SFM or Purchasing Entity
FOR STATE OF COLORADO AWARDS: AWARDED DEALER MUST SUBMIT STATUS
CODE REPORT (NOTIFICATIONS) VIA EMAIL TO SFM AND PUBLIC SAFETY WITH
UPDATES ON AND INCLUDING; BUILD PROGRESS, UPFIT PROGRESS; DELIVERY AND
ETA'S; DELAYS , ETC. REPORTS MUST BE EMAILED EVERY MONTH STARTING
AFTER CONFIRMATION OF PURCHASE ORDER. EMAILS MUST BE SENT TO:
Terrv.Sisneros(eu,state.co.us
B. OEM Confirmation
The Contractor shall notify SFM or the Purchasing Entity no later than 10 business days
after the receipt of the Purchase Order if they have not received the OEM confirmation. The
Contractor shall inform SFM immediately by phone and in writing via email, USPS, or fax, when
the contractor is aware or suspects that there is a problem with an order or a production date from
the factory. The dealer shall demonstrate to the State of Colorado all efforts made to secure
vehicles.
If Contractor is unable to provide a vehicle, the State reserves the right to
cancel any pending order(s) and/or the State Price Agreement and award a
State Price Agreement to the next lowest Bidder or to conduct another bid,
or exercise other remedies such as the Uniform Commercial Code (UCC) to
acquire vehicles in a timely manner. Unless otherwise approved by SFM or
other Purchasing Entities, all model year 2025 or newer vehicles ordered
request to be delivered and invoiced no later than September 30, 2025. See
§2 D Order Terms.
C. Delivery of Goods and Performance of Services
Exhibit A Page 3 of 8
IJUL.UOlylI CI IVCIUF.IC Rd. UUrJMLCC-.1/Y.7-YO G4-OL/J!-UCIJUDl,t,44L/UM
CMS # 193819
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
D. Inspection and Acceptance
v. Goods delivered to a Purchasing Entity under an Order shall not be deemed
accepted prior to that Purchasing Entity inspecting the Goods in accordance
with the Order and accepting those Goods.
vi. Services provided to a Purchasing Entity under an Order shall not be deemed
completed until that Purchasing Entity has reviewed the Services, ensured
that all Services were completed in accordance with the Order and have been
accepted by the Purchasing Entity.
E. Ordering Support
i. Contractor shall provide the State and each Purchasing Entity with the contact
information for the individual or individuals within Contractor's organization
who are assigned to handle questions and resolve problems that Purchasing
Entity may have in relation to the Work or an Order.
a. Contractor shall make personnel available from 8:00 a.m. to 5:00 p.m.
Mountain Time, as adjusted for daylight savings time, at a minimum,
each Business Day as necessary to handle questions and resolve
problems received by Contractor.
b. Contractor shall make all of these individuals available by phone (both
through a local number and a toll -free number), fax and email at all
times that the individual is available to handle questions and resolve
problems received by Contractor.
c. Contractor shall provide all of these individuals with the ability to
access the account information and other information relating to the
State or Purchasing Entities to be able to respond to questions and
resolve problems relating to any Order, including, without limitation,
the status of Orders, delivery, back -orders, pricing, discounts, product
availability, product information, and accounts and billing.
ii. Contractor shall provide all training to Purchasing Entities necessary for those
Purchasing Entities to place Orders and properly use the Goods and Services,
as requested by Ordering Entities.
Exhibit A Page 4 of 8
LAJUUDIIJ.II CI IVCIVFIC IV. VVrJMGCC-V/4V-4OC4-OUV/-VCU�OI.rl,44L/VM
CMS # 193819
iii. Training on placing Orders shall include, without limitation, training on
aspects of ordering, online ordering, product delivery, product returns, and
Contractor's customer service processes, as requested by the Purchasing
Entity.
a. Training on properly using the Goods and Services shall include,
without limitation, training and providing information on energy
efficiency of Goods, new features, opportunities for
manufacturer/certified setup and training, Environmentally Preferable
Products, and other services or options that are offered or available
related to the Goods and Services, as requested by the Purchasing
Entity.
F. Order Disputes, Termination and Resolution
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 §17 of the main
body of this Contract. Nothing in this section shall be interpreted as limiting
the rights or obligations of Contractor, the State or any Purchasing Entity
under this Contractor of any Order.
ii. Purchasing Entities may terminate an Order if it determines that Contractor
was in breach of that Order. Termination of an Order shall not automatically
terminate any other Order or this Contract.
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 with the Purchasing Entity within 5
Business Days following Contractor's receipt of that notice of breach or
termination.
4. VOLUME AND OPERATIONAL REPORTING
A. Volume Reporting
The State will use a centralized method of tracking volume. Contractor shall
populate a Quarterly Volume Report, using the format as specified by the State,
for each State Fiscal Year Quarter that contains, at a minimum, all of the
following:
a. A summary volume report that includes, but is not limited to, all of the
following for the quarter that the report covers:
b. The total spent by each type of Purchasing Entity under this Contract.
c. The total of the list cost of all items purchased by each type of
Purchasing Entity under this Contract.
Exhibit A Page 5 of 8
LAJUUDIIyII CIIVCILIpe IU. UVr JMLCC-: ,FU-YOCY-OLGJI-VCLJ.70,,,FYLJVM
CMS # 193819
d. The total estimated cost savings for each type of Purchasing Entity
under this Contract, calculated as the total list cost minus the total
spent for that Purchasing Entity.
e. The total paid through the use of a procurement card or credit card for
each Purchasing Entity under this Contract.
f. The total sales of Environmentally Preferable Products, as defined in
the State's Environmentally Preferable Purchasing Policy, for each
Purchasing Entity under this Contract.
g. Any additional summary information as requested by the State.
h. 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:
The name of the Purchasing Entity who the sale was made to.
The date of the sale.
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 cost for the
item calculated by multiplying the unit price by the quantity, the list price per
unit for the item, the extended list cost 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 cost.
Any other detail information as requested by the State.
ii. Contractor shall deliver a Quarterly Volume Report to the State's representative
as identified in Section 17 of the Contract on a quarterly basis.
a. DELIVERABLE: Quarterly Volume Report
b. DUE: Quarterly, within 30 calendar days following the end of the
State Fiscal Year quarter that the report covers.
iii. If any due date for a Quarterly Volume Report falls on a day that is not a Business
Day, then the due date shall be automatically extended to the next Business Day,
unless otherwise directed by the State.
iv. All data and information contained in a Quarterly Volume Report shall be the
property of the State and shall not be considered proprietary.
B. Additional Operational Reporting
Upon request by the State, the Contractor shall develop and deliver to the State
Ad -Hoc Operational Reports that include all detailed and summary transaction,
historical or payment information related to the State or any of the Purchasing
Entities as requested by the State.
a. DELIVERABLE: Ad -Hoc Operational Reports
b. DUE: Within 10 Business Days following the State's request for that
information, unless the State agrees to a longer period of time in
writing.
5. PERIODIC BUSINESS REVIEWS
Exhibit A Page 6 of 8
IJUUUJIy1I CIIL!. VVrJMLCC-J/YyWOCY-OL/J/-V GL./�Ol..I.rYYUUM
CMS # 193819
A. The State may schedule periodic business reviews to review Contractor's performance under
this Contract.
B. Contractor shall ensure personnel assigned to the Contract are available for these meetings
with the State as scheduled by the State.
C. Contractor's key personnel designated in §17 shall be available for all regularly scheduled
meetings between Contractor and the State, unless the State has granted prior, written
approval otherwise.
6. CLOSEOUT PERIOD
A. This Contract shall have a Closeout Period that begins 30 days prior to the expiration of this
Contract and continues until the State has determined that all Work has been completed.
i. During the Closeout Period, Contractor shall complete all of the following,
as directed by the State:
a. Provide to the State, or any other contractor at the State's direction, all reports, data,
systems, Deliverables and other information reasonably necessary for the State to ensure
Contractor's completion of the Work, as determined by the State.
b. Notify any Subcontractors of the termination of the Contract, as directed by the State.
c. Remove all references to the State's price agreement from its websites, materials and
other documentation, and inform entities that contact Contractor that it no longer has a
price agreement with the State.
ii. The Closeout Period may extend past the termination of the Contract. The
State will perform a closeout review to ensure that Contractor has
completed all requirements of the Closeout Period. If Contractor has not
completed all of the requirements of the Closeout Period by the date of the
termination of the Contract, then any incomplete requirements shall
survive termination of the Contract.
7. PRICING
A. Price Lists
The State may publish any pricing information under this Contract,
including, without limitation the pricing shown on Exhibit C, 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 Contract by Purchasing
Entities.
ii. If Contractor modifies any of its prices in accordance with §B, or
discontinues any item shown on the existing pricing information,
Contractor shall provide updated pricing information to the State for the
State to publish.
B. Price Modifications
i. Price Increases
a. Contractor may request an increase in the prices listed in Exhibit C by submitting its
request to the State in writing for the as described in §17 of the main body of this Contract.
Requests for increases in prices are limited as follows:
Exhibit A Page 7 of 8
UUL.UJIIJII CI IVCIUFJC IU. UCH J/1GGG J/Y9-YOC4-0UJ/-UCIJUD,,YYUUIi
CMS # 193819
b. Contractor may not submit a request for a price increase to the State later than June 30,
2025.
c. The State may approve or deny any request for a price increase based on the information
provided by Contractor and other circumstances in its sole discretion.
d. If the State approves a price increase, that price increase shall not take effect unless it is
included in this Contract.
e. Contractor may only begin using the increased prices in Orders that are issued following
the effective date of the modification that increases the prices. For Orders placed prior
to a price increase that are in effect at the time of the price increase, Contractor shall only
charge the Purchasing Entity the prices that were in effect at the time the Order was
placed.
f. If the State does not approve a price increase, or Contractor increases its prices without
submitting a request to the State, then those increased prices shall be void in any Order
in which they are used and Contractor shall fulfill the Order at the existing rates approved
by the State under this Contract. Contractor's use of rates in any Order that exceed those
approved by the State under this Contract shall be a material breach of this Contract.
ii. Price Decreases and Ceiling Prices
a. Contractor may decrease its prices shown in Exhibit C at any time by providing written
notice to the State.
b. The prices listed in 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 A Page 8 of 8
UU,UOlylI CI IVelOpe ILJ. UUr J/1LCC-J1.4,,OC4-OL./J/-UGLIUM-r1..44UUM
CMS # 193819
EXHIBIT B, STATEMENT OF WORK
1. GOODS AND/OR SERVICES
Contractor shall provide 2025 or newer model year vehicles.
2. SPECIFICATIONS
A. At a minimum all vehicles ordered shall include manufacturer standard new vehicle equipment
for 2025 model year or newer fleet vehicles. Vehicles that do not meet current Federal emission
standards but are "covered" with Department of Energy credits will not be accepted.
B. Vehicle options shall be provided as factory installed under the terms of the full, factory -
backed, bumper -to -bumper warranty. Contractor installed options are not permitted unless pre -
approved by the State or Purchasing Entity in writing. If a Contractor substitutes an Original
Equipment Manufacturer (OEM) option with a non -OEM option, the State or Purchasing Entity
may return the vehicle for a correctly equipped vehicle any time after the non -OEM option is
discovered. The State or Purchasing Entity may also require the Contractor to reimburse the
State or Purchasing Entity for all expenses and fees related to the repair of a non -OEM option
that fails within the standard warranty period.
C. In the event that OEM is unable to deliver ordered vehicle(s) within the model year ordered,
State Fleet Management ("SFM") or the Purchasing Entity reserves the right to select and
accept as non -conforming goods such dealer stock unit(s) (as close to original specifications as
possible) as they are available. With respect to such non -conforming goods, SFM or the
Purchasing Entity will be invoiced at the Price as listed in Exhibit C; this will only apply to
vehicles ordered prior to build-out/factory fleet close dates and considered within normal and
acceptable ordering and build out time frames. Vehicles ordered after the last order date has
been announced by the OEM will not be subject to this clause.
D. For each vehicle ordered, Contractor will provide an approved form by the Purchasing Entity
that will include the following information:
i. Date Contractor received SFM or Purchasing Entity Order
ii. Manufacturer's Factory Order # and date received
iii. Manufacturer's Factory Production Date
iv. Estimated date of delivery to SFM or Purchasing Entity
E. The projected delivery time shall be 90-200 days from order placement.
3. OTHER PROJECT REQUIREMENTS
A. Clean Fuel Fleet Program - Clean fuel vehicles provided shall include a full factory
warranty and be serviceable by any Factory Authorized Dealer.
B. Alternative Fuels - Alternative fuel vehicles provided shall include a full factory warranty
and be serviceable by any Factory Authorized Dealer. Dealer installed conversions are NOT
acceptable unless they are part of an OEM -/Dealer- certified program and On -Board -
Diagnostics (OBD) IUIII compatible. Such vehicles shall be specifically designed to operate
on alternative fuel as their primary fuel. Information for Dealers authorized to repair and
service alternative fuel vehicles ("AFVs"), if different from all OEM dealers, shall be
provided by Contractor.
Exhibit B Page 1 of 5
IJUL:UblylI GI IVCIU,C IU. UUrJP,GCC-J/4.7WOG4-OUJ/-UCUyO,,,HiUV/1
CMS # 193819
C. Hybrid and Electric Vehicles - Vehicles offered shall include a full factory warranty and be
serviceable by any Factory Authorized Dealer.
D. Tires - Tires provided on vehicles shall be all season/mud and snow radials or open -side -lug
all terrain tires when specified. Closed -lug design tires are NOT acceptable for an all -terrain
tire option.
E. All vehicles delivered to any Purchasing Entity must be a road ready vehicle unless
prior written notification has been made.
F. Warranty - The States minimum standard warranty period for all 2025 or newer vehicles
shall be 3 years or 36,000 miles and shall cover each ordered vehicle inclusive of all options
and accessories.
G. Conditions of Contract - If Contractor is unable to provide a vehicle, the State reserves the
right to cancel any pending order(s) and/or the State Price Agreement and award a State
Price Agreement to the next lowest bidding Contractor or to conduct another bid, or exercise
other remedies.
H. Due to State budget conditions, SFM cannot accept any vehicles prior to March 1, 2025
unless authorized by SFM. Contractors shall make all deliveries after this date. The
exceptions to this condition are: Public Safety, Undercover and Patrol vehicles and
vehicles that may have Federal Grant funding or Agency Funding. Additionally,
Purchasing Entities may elect to accept their vehicles earlier and/or later than SFM.
Contractors will work directly with Purchasing Entities to ensure all dates are met.
I. If a model year change occurs during the contract period, or if the awarded vendor will
allow, 2026 model year vehicles may be sold under the terms, conditions, and prices of this
State Price Agreement. Model year substitutions MUST be approved in writing by SFM or
Purchasing Entity.
J. Contractor shall notify SFM within five (5) business days in writing of any mid -year model
changes including discontinuations, mid -year introductions, etc., as related to Exhibit C
Vehicle and Price List.
K. Compliance Standards - Vehicles delivered shall be in full compliance with all applicable
federal and state laws, rules and standards regarding construction and performance. This
includes, but is not limited to the Federal Motor Vehicle Safety Standards (FMVSS), EPA
emission level requirements, and state noise standards.
L. Delivery Requirements - Vehicles shall be delivered under the terms and conditions and the
resulting State Price Agreements completed as a result of the bid solicitation and shall be of
the same make, model, and equipment level as bid. Substitutions will not be allowed. The
SFM Vehicle Body Codes listed in Exhibit 1 of the bid specifications indicate the vehicle
types, size and sample representative models designated/used by SFM. The Gross Vehicle
Exhibit B Page 2 of 5
LJU,UOlgII CI IVCIU f/C ILO. WrJ/1LGC-J/4.7WDC4-OL./J/-UGLMOt. ..44UU/1
CMS # 193819
Weight Rating (GVWR) for the vehicles bid shall meet or exceed the minimum GVWR when
specified in the standard specifications.
Vehicles are to be delivered complete with all manufacturer standard new vehicle equipment
and must be in compliance with the 2025 or newer Vehicle Specifications for each body code
and requested optional items as listed on the SFM or Purchasing Entity purchase order. SFM
and any Purchasing Entity reserve the right to return a vehicle after acceptance that is not
complete according to the 2025 or newer Vehicle Specifications for each body code and the
right to rescind any purchase order, if a vehicle delivered and accepted is subsequently
discovered to be non -conforming. The Contractor shall promptly bring any non -conforming
vehicle into conformity with the above mentioned Vehicle Specifications or accept return of
vehicle and reimburse any monies paid by the State or Purchasing Entity.
M. Delivery Compliance for State Fleet Management and Purchasing Entity - The
following requirements apply to vehicles at time of delivery to SFM or the Purchasing
Entity.
i. Contractors shall bring the following items in the SFM or Purchasing Entity office
at the time of scheduled delivery (all documents shall be typed):
(a) The Contractor's invoice with a typed Vehicle Identification Number (VIN), the
State or Ordering Purchase Order Number, and the Dealer Stock Number.
(b) The manufacturer's window sticker with price and option info (Contractor shall
not leave the sticker on the vehicle door glass).
(c) The manufacturer's "Certificate of Origin" with a typed assignment as follows
(there shall be no corrections):
1001 East 62nd Ave
Denver, CO 80216
(d) The Application for Title and the Bill of Sale (if used for odometer disclosure).
(e) Two sets of keys plus the key code (usually on a sticker or tag) needed for key
duplication.
(f) A weight slip and VIN slip and VIN Verification shall be provided whenever a
body has been modified (i.e., hi -cube vans, box trucks and buses and stake beds,
etc.).
ii. Contractors shall leave the following items in the vehicle at the time of
scheduled delivery:
(a) The owner's manual visible on the front seat.
(b) The Dealer Stock Number on the windshield.
(c) A sixty (60) day permit shall be attached in the rear window of the vehicle.
Exhibit B Page 3 of 5
LIIJUUDllylI CI 'Veil), IU. VUVOMLCC J/Yy-YDCY-OUJ/-UGLJUOL.A,YYUVM
CMS # 193819
(d) Vehicles shall be washed, HAVE LICENSE PLATE BRACKETS AND
SCREWS INSTALLED ON THE VEHICLE, be serviced and in standard
"make ready" condition (i.e. prepared for immediate use including no less
than a one -quarter (1/4) tank reading of fuel and full tanks of Diesel
Emission Fluid when equipped with DEF tanks). Note: Vehicles utilizing the
following fuel types must be delivered with no less than % tank of fuel: CNG,
diesel, propane, etc. Vehicles equipped with DEF tanks must be delivered
with full fuel tanks, or vehicles will be refused.
(e) SFM or the Purchasing Entity shall make a cursory visual check of each delivered
vehicle's condition and options to expedite the delivery process. Should any
problems be found after delivery, SFM or the Purchasing Entity shall up to four
(4) weeks to inspect and reject the vehicle while it is still on their lot. If rejected,
the Contractor shall retrieve the vehicle within one (1) business day of
notification via email for correction/repairs, and then shall redeliver the vehicle
as soon as the repairs are complete. The dealer shall expedite repairs to its
maximum capability, so as not to cause financial hardship to the State or
Purchasing Entity.
N. Delivery Terms and Compliance for Institutions of Higher Education, Political
Subdivisions and Non -Profits - All institutions of Higher Education, Political
Subdivisions and Registered Non -Profits must specify on the Purchase Order or
commitment document all delivery terms and conditions that apply. Delivery instructions to
the institutions of higher education, cities, counties or other Purchasing Entities are to be
similar to State delivery instructions.
i. The State's terms are FOB destination with freight included to destinations in the
Metropolitan Denver area (7 county areas to include: Denver, Adams, Arapahoe,
Boulder, Douglas, Broomfield and Jefferson). Deliveries outside of the 7 -county area
are FOB destination with freight added, which shall be pre -negotiated in writing
between Purchasing Entity and Contractor.
ii. Any Purchasing Entity may arrange to pick up a vehicle from the awarded Contractor
at no additional charge.
iii. Contractor is expected to comply with delivery instructions issued by Institutions of
Higher Education, Political Subdivisions and Non -Profits. Any changes or
clarifications must be negotiated and agreed to by the applicable Institution of Higher
Education, Political Subdivision, or Non -Profit.
iv. The State Procurement Administrator managing the State Price Agreement should be
notified immediately of any issues related to the delivery of vehicles.
O. Quotation of Vehicles for Institutions of Higher Education, Political Subdivisions and
Non -Profits - At the request of a political subdivision, Contractor shall begin all vehicle
quotes with the State Awarded Standard Vehicle Base Price. Vehicle quotes that begin with
a Contractor MSRP or quotes that cannot provide a pricing breakdown that includes the
awarded Standard Vehicle Base Price will not be considered valid.
Exhibit B Page 4 of 5
LJUUUblylI CI IVCIUF/C IU. UUf JMLGC-:.//Y.7-YOGY-OUJ(-V GL.l.7CNl,YYUUM
CMS # 193819
Contractors shall include on any, quotation requested by a political subdivision, the OEM
Model number and any OEM codes for all specifications, accessories, and up -fits, when an
OEM code is available.
P. Legislative Changes - The State reserves the right to amend this contract in response to
Colorado legislative changes that affect this program.
Q. Invoicing and Payment - The Contractor shall send all invoices to SFM or the Purchasing
Entity as instructed on the Purchase Order. Invoices shall include the corresponding
Purchase Order number. Invoices are not to be sent to the State Purchasing & Contracts
Office.
R. Sex Offender Registration Information Requirements - Contractor must comply with
the following laws in order to have employees on -site at a State of Colorado facility:
Colorado Revised Statutes, Title 16-22-103, et.seq.
Code of Federal Regulations, 34 CFR 668.46
Jeanne Clery Act 20 USC 1092 (f)
T. Name or Address Changes - Contractor must notify the State of any changes to the
Contractor's name or address within fifteen business days of change.
U. Invoicing — State Purchasing Entities are Colorado PERA affiliated employers. In the event
billable personal services are performed by the Contractor, pursuant to Colorado 5B06-235
and CRS §24-51-1101(2), the Contractor must notify in writing (email is acceptable) the State
Purchasing Entity's representative listed on the Order within fifteen (15) calendar days from
the date of receipt of any Order if the services provided or to be provided were or will be
performed by a PERA retiree (as defined at CRS §24-51-101).
(THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)
Exhibit B Page 5 of 5
UUI..UJIIy. I I CI ivetupe IU. VUr Jr1LCC-JI'tW-'+CC't-OUJ I -UCUtOL'L.'+'tUUr1
CMS # 193819
EXHIBIT C, PRICE LIST
Detail sheets on Price Agreement website
Body
Code
Body
Code
Description
p
Make
Model
Base
Price
KH
Pass
Util
Hybrid
(Gas/Elec)
LOW
Ford
Escape
4X4
Ford
Escape
$32,455
P5
Ford
F650 4X2
2 1/2
Diesel
Ton
Std
Cargo
Box
Low
Ford
F5650
$99,861
Exhibit C Page 1 of 1
LAJUUDIIJ.II CIIVCIUFJC ILJ. UUrJP1GCC-J/Y.7-YCCY-OU.J/-UCLIVOLA,I,L/VM
CMS # 193819
EXHIBIT D, HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement ("Agreement") between the State and Contractor is agreed to in
connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as
"Covered Entity" and the Contractor is referred to as "Business Associate". Unless the context clearly requires a
distinction between the Contract and this Agreement, all references to "Contract" shall include this Agreement.
1. Purpose
Covered Entity wishes to disclose information to Business Associate, which may include Protected Health
Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance
with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191 (1996)
as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act")
enacted under the American Recovery and Reinvestment Act of 2009 ("ARRA") Pub. L. No. 111-5
(2009), implementing regulations promulgated by the U.S. Department of Health and Human Services at 45
C.F.R. Parts 160, 162 and 164 (the "HIPAA Rules") and other applicable laws, as amended. Prior to the
disclosure of PHI, Covered Entity is required to enter into an agreement with Business Associate containing
specific requirements as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of
the Code of Federal Regulations ("C.F.R.") and all other applicable laws and regulations, all as may be
amended.
2. Definitions
The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data
Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary,
Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident,
Subcontractor, Unsecured Protected Health Information, and Use.
The following terms used in this Agreement shall have the meanings set forth below:
a. Business Associate. "Business Associate" shall have the same meaning as the term "business
associate" at 45 C.F.R. 160.103, and shall refer to Contractor.
b. Covered Entity. "Covered Entity" shall have the same meaning as the term "covered entity" at 45
C.F.R. 160.103, and shall refer to the State.
c. Information Technology and Information Security. "Information Technology" and "Information
Security" shall have the same meanings as the terms "information technology" and "information
security", respectively, in §24-37.5-102, C.R.S.
Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings
ascribed to them in the Contract.
3. Obligations and Activities of Business Associate
a. Permitted Uses and Disclosures
L Business Associate shall use and disclose PHI only to accomplish Business Associate's
obligations under the Contract.
ii. To the extent Business Associate carries out one or more of Covered Entity's obligations
under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all
Exhibit D Page 1 of 10
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CMS # 193819
requirements of Subpart E that apply to Covered Entity in the performance of such obligation.
iii. Business Associate may disclose PHI to carry out the legal responsibilities of Business
Associate, provided, that the disclosure is Required by Law or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that:
A. the information will remain confidential and will be used or disclosed only as
Required by Law or for the purpose for which Business Associate originally
disclosed the information to that person, and;
B. the person notifies Business Associate of any Breach involving PHI of which it is
aware.
iv. Business Associate may provide Data Aggregation services relating to the Health Care
Operations of Covered Entity. Business Associate may de -identify any or all PHI created or
received by Business Associate under this Agreement, provided the de -identification
conforms to the requirements of the HIPAA Rules.
b. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and
disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in
accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not
limited to, 45 C.F.R. 164.502(b) and 164.514(d).
c. Impermissible Uses and Disclosures
i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity
without the written authorization of Covered Entity.
ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI
in any form via any medium with or to any person or entity beyond the boundaries or
jurisdiction of the United States without express written authorization from Covered Entity.
d. Business Associate's Subcontractors
i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2),
ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of
Business Associate agree in writing to the same restrictions, conditions, and requirements
that apply to Business Associate with respect to safeguarding PHI.
ii. Business Associate shall provide to Covered Entity, on Covered Entity's request, a list of
Subcontractors who have entered into any such agreement with Business Associate.
iii. Business Associate shall provide to Covered Entity, on Covered Entity's request, copies of
any such agreements Business Associate has entered into with Subcontractors.
b. Access to System. If Business Associate needs access to a Covered Entity Information Technology
system to comply with its obligations under the Contract or this Agreement, Business Associate shall
request, review, and comply with any and all policies applicable to Covered Entity regarding such
system including, but not limited to, any policies promulgated by the Office of Information
Technology and available at http://oit.state.co.us/about/policies.
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CMS # 193819
c. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered
Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.524.
d. Amendment of PHI
Business Associate shall within ten days of receiving a written request from Covered Entity
make any amendment to PHI in a Designated Record Set as directed by or agreed to by
Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.526.
ii. Business Associate shall promptly forward to Covered Entity any request for amendment of
PHI that Business Associate receives directly from an Individual.
e. Accounting Rights. Business Associate shall, within ten days of receiving a written request from
Covered Entity, maintain and make available to Covered Entity the information necessary for Covered
Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528.
f. Restrictions and Confidential Communications
i. Business Associate shall restrict the Use or Disclosure of an Individual's PHI within ten days
of notice from Covered Entity of:
A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or
B. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522.
ii. Business Associate shall not respond directly to an Individual's requests to restrict the Use or
Disclosure of PHI or to send all communication of PHI to an alternate address.
iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can
coordinate and prepare a timely response to the requesting Individual and provide direction
to Business Associate.
g -
Governmental Access to Records. Business Associate shall make its facilities, internal practices,
books, records, and other sources of information, including PHI, available to the Secretary for
purposes of determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310.
h. Audit, Inspection and Enforcement
Business Associate shall obtain and update at least annually a written assessment performed
by an independent third party reasonably acceptable to Covered Entity, which evaluates the
Information Security of the applications, infrastructure, and processes that interact with the
Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon
request by Covered Entity, Business Associate shall provide to Covered Entity the executive
summary of the assessment.
ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered
Entity's efforts to audit Business Associate's compliance with applicable HIPAA Rules. If,
through audit or inspection, Covered Entity determines that Business Associate's conduct
would result in violation of the HIPAA Rules or is in violation of the Contract or this
Exhibit D Page 3 of 10
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CMS # 193819
Agreement, Business Associate shall promptly remedy any such violation and shall certify
completion of its remedy in writing to Covered Entity.
i. Appropriate Safeguards
i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.
Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as
provided in this Agreement.
ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures.
Business Associate shall maintain the confidentiality of passwords and other data required
for accessing this information.
iv. Business Associate shall extend protection beyond the initial information obtained from
Covered Entity to any databases or collections of PHI containing information derived from
the PHI. The provisions of this section shall be in force unless PHI is de -identified in
conformance to the requirements of the HIPAA Rules.
1•
Safeguard During Transmission
i. Business Associate shall use reasonable and appropriate safeguards including, without
limitation, Information Security measures to ensure that all transmissions of PHI are
authorized and to prevent use or disclosure of PHI other than as provided for by this
Agreement.
ii. Business Associate shall not transmit PHI over the internet or any other insecure or open
communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS-
compliant encryption algorithm.
k. Reporting of Improper Use or Disclosure and Notification of Breach
i. Business Associate shall, as soon as reasonably possible, but immediately after discovery of
a Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this
Agreement, including a Breach of Unsecured Protected Health Information as such notice is
required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103,
C.R.S.
ii. Such notice shall include the identification of each Individual whose Unsecured Protected
Health Information has been, or is reasonably believed by Business Associate to have been,
accessed, acquired, or disclosed during such Breach.
iii. Business Associate shall, as soon as reasonably possible, but immediately after discovery of
any Security Incident that does not constitute a Breach, notify Covered Entity of such
incident.
iv. Business Associate shall have the burden of demonstrating that all notifications were made
as required, including evidence demonstrating the necessity of any delay.
1. Business Associate's Insurance and Notification Costs
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CMS # 193819
i. Business Associate shall bear all costs of a Breach response including, without limitation,
notifications, and shall maintain insurance to cover:
A. loss of PHI data;
B. Breach notification requirements specified in HIPAA Rules and in §24-73-103,
C.R.S.; and
C. claims based upon alleged violations of privacy rights through improper use or
disclosure of PHI.
ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract
or otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single
dollar limits, annual aggregate dollar limits, additional insured status, and notice of
cancellation).
iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant
Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist
with incident handling.
iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to
Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this
Agreement.
Subcontractors and Breaches
Business Associate shall enter into a written agreement with each of its Subcontractors and
agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The
agreements shall require such Subcontractors and agents to report to Business Associate any
use or disclosure of PHI not provided for by this Agreement, including Security Incidents and
Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or
agent knows or should have known of the Breach as required by 45 C.F.R. 164.410.
ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of
any such agreements to Covered Entity on request.
n. Data Ownership
i. Business Associate acknowledges that Business Associate has no ownership rights with
respect to the PHI.
ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered
Entity with any keys to decrypt information that the Business Association has encrypted and
maintains in encrypted form, or shall provide such information in unencrypted usable form.
o. Retention of PHI. Except upon termination of this Agreement as provided in Section 3 below,
Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of this
Agreement, and shall continue to maintain the accounting of disclosures required under Section l.e
above, for a period of six years.
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CMS # 193819
2. Obligations of Covered Entity
Safeguards During Transmission. Covered Entity shall be responsible for using appropriate
safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity, and
security of PHI transmitted pursuant to this Agreement, in accordance with the standards and
requirements of the HIPAA Rules.
b. Notice of Changes
i. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered
Entity shall provide Business Associate with any changes in, or revocation of, permission to
use or disclose PHI, to the extent that it may affect Business Associate's permitted or required
uses or disclosures.
ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of
PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent
that it may affect Business Associate's permitted use or disclosure of PHI.
3. Termination
a. Breach
i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall
have the right, in the event of a breach by Business Associate of any provision of this
Agreement, to terminate immediately the Contract, or this Agreement, or both.
ii. Subject to any directions from Covered Entity, upon termination of the Contract, this
Agreement, or both, Business Associate shall take timely, reasonable, and necessary action
to protect and preserve property in the possession of Business Associate in which Covered
Entity has an interest.
b. Effect of Termination
i. Upon termination of this Agreement for any reason, Business Associate, at the option of
Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its
Subcontractors maintain in any form, and shall not retain any copies of such PHI.
ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall
certify in writing to Covered Entity that such PHI has been destroyed.
iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business
Associate shall promptly provide Covered Entity with notice of the conditions making return
or destruction infeasible. Business Associate shall continue to extend the protections of
Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible.
4. Injunctive Relief
Covered Entity and Business Associate agree that irreparable damage would occur in the event Business
Associate or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the
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CMS # 193819
HIPAA Rules or any applicable law. Covered Entity and Business Associate further agree that money damages
would not provide an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate
agree that Covered Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to
prevent or restrain any Breach or threatened Breach of and to enforce specifically the terms and provisions of
this Agreement.
5. Limitation of Liability
Any provision in the Contract limiting Contractor's liability shall not apply to Business Associate's liability
under this Agreement, which shall not be limited.
6. Disclaimer
Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement
or the HIPAA Rules will be adequate or satisfactory for Business Associate's own purposes. Business Associate
is solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding
of PHI.
7. Certification
Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate's Information
Security practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business
Associate's facilities, systems, procedures, and records, at Covered Entity's expense, if Covered Entity
determines that examination is necessary to certify that Business Associate's Information Security safeguards
comply with the HIPAA Rules or this Agreement.
8. Amendment
a. Amendment to Comply with Law. The Parties acknowledge that state and federal laws and regulations
relating to data security and privacy are rapidly evolving and that amendment of this Agreement may
be required to provide procedures to ensure compliance with such developments.
In the event of any change to state or federal laws and regulations relating to data security
and privacy affecting this Agreement, the Parties shall take such action as is necessary to
implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and
other applicable rules relating to the confidentiality, integrity, availability and security of PHI
with respect to this Agreement.
ii. Business Associate shall provide to Covered Entity written assurance satisfactory to Covered
Entity that Business Associate shall adequately safeguard all PHI, and obtain written
assurance satisfactory to Covered Entity from Business Associate's Subcontractors and
agents that they shall adequately safeguard all PHI.
iii. Upon the request of either Party, the other Party promptly shall negotiate in good faith the
terms of an amendment to the Contract embodying written assurances consistent with the
standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules.
iv. Covered Entity may terminate this Agreement upon 30 days' prior written notice in the event
that:
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A. Business Associate does not promptly enter into negotiations to amend the Contract
and this Agreement when requested by Covered Entity pursuant to this Section; or
B. Business Associate does not enter into an amendment to the Contract and this
Agreement, which provides assurances regarding the safeguarding of PHI sufficient,
in Covered Entity's sole discretion, to satisfy the standards and requirements of the
HIPAA, the HIPAA Rules and applicable law.
b. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the
mutual written agreement of the Parties, without amendment of this Agreement. Any modified or
amended Appendix agreed to in writing by the Parties shall supersede and replace any prior version
of the Appendix.
9. Assistance in Litigation or Administrative Proceedings
Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is
commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by
Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon
receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause
its employees, Subcontractors, or agents assisting Business Associate in the performance of its obligations under
the Contract to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall,
and shall cause its employees, Subcontractor's and agents to, provide assistance, to Covered Entity, which may
include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors
or agents shall not be required to provide such assistance if Business Associate is a named adverse party.
10. Interpretation and Order of Precedence
Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with
the HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement
shall control. This Agreement supersedes and replaces any previous, separately executed HIPAA business
associate agreement between the Parties.
11. Survival
Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall
survive termination of this contract or this agreement and shall be enforceable by Covered Entity.
Exhibit D Page 8 of 10
UUL:UblylI GI IVCIUNC IU. UUrJ/1GCC':l/Y.7'YOCY'OUJ/'VCUyOI�I,YYUUM
CMS # 193819
APPENDIX TO HIPAA BUSINESS ASSOCIATE AGREEMENT
This Appendix ("Appendix") to the HIPAA Business Associate Agreement ("Agreement") is s an appendix to
the Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the meanings
ascribed to them in the Agreement and the Contract.
Unless the context clearly requires a distinction between the Contract, the Agreement, and this Appendix, all
references to "Contract" or "Agreement" shall include this Appendix.
1. Purpose
This Appendix sets forth additional terms to the Agreement. Any sub -section of this Appendix marked as
"Reserved" shall be construed as setting forth no additional terms.
2. Additional Terms
Additional Permitted Uses. In addition to those purposes set forth in the Agreement, Business
Associate may use PHI for the following additional purposes:
i. Reserved.
b. Additional Permitted Disclosures. In addition to those purposes set forth in the Agreement, Business
Associate may disclose PHI for the following additional purposes:
i. Reserved.
c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents of
Business Associate may receive PHI under the Agreement:
ii. Reserved.
b. Definition of Receipt of PHI. Business Associate's receipt of PHI under this Contract shall be deemed
to occur, and Business Associate's obligations under the Agreement shall commence, as follows:
i. Reserved.
c. Additional Restrictions on Business Associate. Business Associate agrees to comply with the
following additional restrictions on Business Associate's use and disclosure of PHI under the
Contract:
i. Reserved.
d. Additional Terms. Business Associate agrees to comply with the following additional terms under the
Agreement:
i. Reserved.
Exhibit D Page 9 of 10
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Exhibit D Page 10 of 10
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