HomeMy WebLinkAbout20222684.tiffRESOLUTION
RE: APPROVE REQUEST FOR EMERGENCY PURCHASE OF 2023 FORD TRANSIT
CONNECT CARGO VAN LWB XLT FOR PRINT SHOP, PURSUANT TO STATE OF
COLORADO PRICE AGREEMENT (#171748) AMENDMENT #3 (#176657), AND
AUTHORIZE CHIEF FINANCIAL OFFICER TO SIGN ALL 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 31st day of January, 2022, the Board of Weld County Commissioners
approved Bid #B2200006, 2023 Ford Transit Connect Cargo Van for the Print Shop, awarded to
Greiner Ford of Casper, and
WHEREAS, on the 19th day of September, 2022, the Board rescinded Bid #B2200006,
as Greiner Ford of Casper could no longer build said van at the original bid price, and
WHEREAS, on the 21st day of September, 2022, the Board was presented with a request
from the Purchasing Department to approve the emergency purchase of a 2023 Ford Transit
Connect Cargo Van LWB XLT for the Print Shop, from KGA-FLG, LLC, dba Ken Garff Ford
Greeley, pursuant to the State of Colorado Price Agreement (#171748) Amendment #3 (#176657)
between the Colorado Department of Personnel and Administration, State Purchasing and
Contracts Office, and KGA-FLG, LLC, dba Ken Garff Ford Greeley, a copy of which is attached
hereto and incorporated herein by reference, and to waive the ten-day waiting period due to timing
constraints, and
WHEREAS, the Board of County Commissioners deems it advisable to waive the ten-day
waiting period for said emergency purchase.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the request for emergency purchase of a 2023 Ford Transit Connect Cargo
Van LWB XLT for the Print Shop, from KGA-FLG, LLC, dba Ken Garff Ford Greeley, pursuant to
the State of Colorado Price Agreement (#171748) Amendment #3 (#176657) between the
Colorado Department of Personnel and Administration, State Purchasing and Contracts Office,
and KGA-FLG, LLC, dba Ken Garff Ford Greeley, be, and hereby is, approved, and the ten-day
waiting period be, and hereby is, waived.
BE IT FURTHER RESOLVED by the Board that the van purchase, $35,104.00, be, and
hereby is, approved on an emergency basis.
BE IT FURTHER RESOLVED by the Board that Cheryl Pattelli, Chief Financial Officer,
be, and hereby is, authorized to sign all necessary documents.
cc: PvR., ACT(co) FI(cP), FT(DS)
Io/27/22
2022-2684
P00023
FT0001
REQUEST FOR EMERGENCY PURCHASE OF 2023 FORD TRANSIT CONNECT CARGO VAN
LWB XLT FOR PRINT SHOP, PURSUANT TO STATE OF COLORADO PRICE AGREEMENT
(#171748) AMENDMENT #3 (#176657) — KGA-FLG, LLC, DBA KEN GARFF FORD GREELEY
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 21st day of September, A.D., 2022.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dir40)
cd(t K. James, Chair
Weld County Clerk to the Board
County ttorney
Date of signature: q/29/22
2022-2684
P00023
FT0001
Memorandum
TO: Board of County Commissioners
FROM: David Springer, Director of Fleet Services
SUBJECT: Mid -Sized Cargo Van for the Print Shop (Qty 1)
DATE: 09/20/2022
The Fleet Services Department is recommending emergency approval for the purchase of Qty 1- 2023
Ford Transit Connect Cargo Van LWB XLT (S7T), color: Frozen White, from Ken Garff Ford of Greeley, per
2023 State of Colorado Price Agreement Contract Number 171748.
The state award price for the print shop van is $35,104.00 (as configured), which is a savings of $768.00
from the adjusted bid price from Greiner Ford of Casper. This purchase replaces the rescinded bid
82200006.
If you have any questions, feel free to contact me via phone or e-mail at Extension 3513 or
dspringer@weldgov.com.
2022-2684
FT0001
PUUU23
9/19/22, 12:55 PM https://www.bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATE!!co%5...
Agreement #: 171748
Classification: PERMISSIVE
Status: Current
Duration of Agreement:
Period Covered:
Oct 18, 2021 To Sep 30, 2023
Category_
Vehicles
Commodity Code:
Commodity
Description:
07000
Vehicles
. Ordering/Contact Information
Minority Owned: No
Company: KGA-FLG LLC
Contact: John Wieneke
Order Number: 970-616-3721
Fax:
Address: 4901 29th Street
City, State, ZIP: Greeley, CO 80634
Quote Email: jwieneke@kengarff.com
How To Order/Agreement Prices
State of Colorado Price Agreement
Options:
Option to Renew for 0 More Year(s)
Small Business:
Woman Owned:
Doing Business As:
Contact Email:
Toll Free/Cell Number:
Payment Terms:
F.O.B.:
Delivery:
Department of Personnel and Administration
State Purchasing Office
1525 Sherman St., 3rd Floor
Denver, CO 80203
Amy Risley at (303) 866-5663
No
No
Ken Garff Ford Greeley
jwieneke@kengarff.com
Vehicle contract and detail sheets attached.
F 150 Lightning Pro has been added see Amendment 2 and attachments
Amendment to extend contract is complete and 2023 pricing is added to detail sheets and on amendment attached.
Files: mxapplication/pdf 673 KB Ken_Garff_171748.pdf
p.!application/pdf 392 KB Amendment_1_Ken_Garff_172130.pdf
.?application/pdf 430 KB Amendment_2_Ken_Garff_173292_F150_Lightning_Pro.docx.pdf
tm application/pdf 721 KB Amendment_3_Ken_Garff_176657.pdf
Contract Status: -select-
. Vendor Insurance Certificate Expiration Dates
Workers' Comp: General Liability:
Not applicable Not applicable
Files:
• Additional Attachments
Other Insurance:
Not applicable
Other Insurance Description:
email: amy.risley@state.co.us
Files: ,application/pdf 228 KB Ken Garff C1 2023 Ford Transit Connect.pdf
application/pdf 281 KB Ken Garff C4 2023 Ford Transit 350.pdf
application/pdf 224 KB Ken Garff D1 2023 Ford Transit Connect.pdf
+application/pdf 252 KB Ken Garff D3 2023 Ford Transit 350.pdf
'application/pdf 256 KB Ken Garff D5 2023 Ford Transit 350.pdf
t,application/pdf 267 KB Ken Garff F1 2023 Ford Maverick Hyrbid.pdf
6*application/pdf 275 KB Ken Garff F1 2023 Ford Ranger.pdf
tgapplication/pdf 276 KB Ken Garff F2 2023 Ford F150.pdf
tm' application/pdf 289 KB Ken Garff F3 2023 Ford F250.pdf
pa,application/pdf 302 KB Ken Garff F4 2023 Ford F350.pdf
application/pdf 281 KB Ken Garff F8 2023 Ford F250 Crew Cab.pdf
ojiapplication/pdf 224 KB Ken Garff FE 2023 Ford F150 Lightning.pdf
rm application/pdf 224 KB Ken Garff K6 2023 Ford Bronco.pdf
Lig application/pdf 190 KB Ken Garff KE 2023 Ford Mustang Mach-E.pdf
https://www.bidsco!orado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATE! lco%5CPriceAwd.nsf&docu... 1/2
9/19/22, 12:55 PM https://wowv.bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBIDS3/O=CO_STATE!!co%5...
application/pdf 213 KB Ken Garff P4 2023 Ford T350 Transit Cutaway.pdf
.:application/pdf 248 KB Ken Garff P5 2023 Ford F650 Cargo Box.pdf
application/pdf 188 KB Ken Garff PE 2023 Ford E-Transit.pdf
!application/pdf 286 KB Ken Garff T1 2023 F350 Cab Chassis.pdf
.application/pdf 283 KB Ken Garff T4 2023 F450 Cab Chassis.pdf
jiapplication/pdf 288 KB Ken Garff T5 2023 F550 Cab Chassis.pdf
im application/pdf 228 KB Ken Garff C1 2023 Ford Transit Connect.pdf
im., application/pdf 281 KB Ken Garff C4 2023 Ford Transit 350.pdf
.application/pdf 224 KB Ken Garff D1 2023 Ford Transit Connect.pdf
application/pdf 252 KB Ken Garff D3 2023 Ford Transit 350.pdf
.application/pdf 252 KB Ken Garff D3 2023 Ford Transit 350-2.pdf
p®.application/pdf 256 KB Ken Garff D5 2023 Ford Transit 350.pdf
tm .application/pdf 267 KB Ken Garff F1 2023 Ford Maverick Hyrbid.pdf
!application/pdf 275 KB Ken Garff F1 2023 Ford Ranger.pdf
application/pdf 276 KB Ken Garff F2 2023 Ford F150.pdf
rm application/pdf 289 KB Ken Garff F3 2023 Ford F250.pdf
. Conditions Of Agreement
This Agreement results from the following solicitation:
Number:
Files:
Amendments:
Amendment Number:
Amendment Effective
On:
Reason For
Amendment:
Amendment History:
https://www. bidscolorado.com/co/portal.nsf/xpPriceAgreementRead.xsp?databaseName=CN=GSSBI D53/O=CO_STATE!!co%5CPriceAwd.nsf&docu... 2/2
JOHN WIENEKE
COMMERCIAL ACCOUNT MANAGER
KEN GARFF FORD GREELEY
4901 29'" STREET
GREELEY CO 80634
970 616-3721 DIRECT
970 673-2179 CELL
.wieneke@kengarff.com
2023 STATE AWARD 171748
WELD COUNTY COLORADO
2023 TRANSIT CONNECT
CARGO VAN
VEHICLE AS SPEC'D BELOW
APPROVED BY X
QUANTITY ORDERED
$ 35,104.00
ORDER BANK CLOSES 11/2/22 --DON'T WAIT
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Client Proposal
Prepared by:
JOHN WIENEKE
Office: 970-616-3721
Email: jwieneke@kengarff.com
Date: 09/15/2022
KEN GARFF FORD GREELEY 14901 29TH STREET, GREELEY, COLORADO , 80634
Office: 970-616-3721
1
Prepared by: JOHN WIENEKE
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
As Configured Vehicle
Code
Description
Base Vehicle
S7T
Packages
110A
Powertrain
992
448
STDAX
STDGV
Wheels & Tires
Base Vehicle Price (S7T)
Order Code 110A
Includes:
- Engine: 2.0L GDI 1-4 Gas
Includes auto start/stop technology and EcoMode.
- Transmission: 8 -Speed SelectShift Automatic
- 3.8 Axle Ratio
- GVWR: 5,302 lbs
- Tires: 215/55R16 97H XL AS
- Wheels: 16" Sparkle Silver -Painted Steel
Includes full wheel covers (non -locking lugs).
- Cloth Front Bucket Seats
Includes 6 -way manual driver seat (fore/aft, up/down, recline) with
manual lumbar and 4 -way manual passenger seat (fore/aft, recline) with
fold -flat back.
- Radio: SYNC 3 w/o Navigation
Includes LCD touch screen, AM/FM stereo receiver, SiriusXM
satellite radio 911 Assist, AppLink, Apple CarPlay compatiility, Android
Auto compatibility, 2 smart -charging USB ports and 4 front speakers.
Engine: 2.0L GDI 1-4 Gas
Includes auto start/stop technology and EcoMode.
Transmission: 8 -Speed SelectShift Automatic
3.8 Axle Ratio
GVWR: 5,302 lbs
STDTR Tires: 215/55R16 97H XL AS
STDWL
Seats & Seat Trim
Other Options
Wheels: 16" Sparkle Silver -Painted Steel
Includes full wheel covers (non -locking lugs).
Cloth Front Bucket Seats
Includes 6 -way manual driver seat (fore/aft, up/down, recline) with manual
lumbar and 4 -way manual passenger seat (fore/aft, recline) with fold -flat
back.
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
As Configured Vehicle (cont'd)
Code Description
PAINT Monotone Paint Application
121 WB 120.6 Wheelbase
58Z Radio: SYNC 3 w/o Navigation
Includes 6.5"LCD touch screen, AM/FM stereo receiver, SiriusXM
satellite radio, g11 Assist, ApeLink, Apple CarPlay compatibility, Android
Auto compatibility, 2 smart -charging USB ports and 4 front speakers.
55A
Rear Door Fixed Glass
Includes normal tinted glass (2nd-row/rearward).
Includes:
- Rear Window Wipers
61K 2nd Row Fixed Glass on Both Sides
Includes steel mesh window guards.
Includes:
- 2nd Row Fixed Glass on Passenger Side Only
Includes steel mesh window guards.
61M 2nd Row Fixed Glass on Passenger Side Only
Includes steel mesh window guards.
76R
51B
Reverse Sensing System
Tire Repair Kit
In lieu of full-size spare wheel.
96F Front Splash Guards/Mud Flaps
76D
18F
66E
65D
Fleet Options
LED Rear Cargo Area Light
In place of the standard rear cargo area light.
Front Row Vinyl Floor Cover
Composite Bulkhead w/Window
Perimeter Anti -Theft Alarm System
WARANT Fleet Customer Powertrain Limited Warranty
Requires valid FIN code.
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
As Configured Vehicle (cont'd)
Code Description
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.
Emissions
425
Interior Color
PK_01
Exterior Color
Z2_01
50 -State Emissions System
Palazzo Gray w/Cloth Front Bucket Seats
Frozen White
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs
Dimensions
• Exterior length: 190.0" • Exterior width: 72.2" • Exterior height: 72.0" • Wheelbase: 120.6" • Front track: 61.4" • Rear
track: 61.7" • Turning radius: 20.0' • Min ground clearance: 5.6" • Front legroom: 41.5" • Front headroom: 46.9" • Front
hiproom: 54.2" • Front shoulder room: 57.6" • Passenger volume: 63.2cu.ft. • Cargo volume: 145.8cu.ft. • Maximum cargo
volume: 145.8cu.ft.
Powertrain
• 162hp 2.0L DOHC 16 valve 1-4 engine with iVCT variable valve control, gasoline direct injection • Auto stop -start feature
• Driver selectable mode • Recommended fuel : regular unleaded • LEV3-ULEV50. 8 speed automatic transmission with
overdrive • Front -wheel drive • Fuel Economy City: 24 mpg • Fuel Economy Highway: 27 mpg • Capless fuel filler
Suspension/Handling
• Front independent strut suspension with anti -roll bar, gas -pressurized shocks • Rear semi-independent torsion beam
suspension with anti -roll bar, gas -pressurized shocks • Electric power -assist rack -pinion Steering • Front and rear 16 x 6.5
steel wheels • P215/55HR16 BSW AS front and rear tires
Body Exterior
• 4 doors • Sliding left rear passenger • Sliding right rear passenger • Driver and passenger power remote heated, power
folding door mirrors • Black door mirrors • Body -coloured bumpers • Black bodyside • Clearcoat paint • Front and rear 16 x
6.5 wheels
Convenience
• Manual air conditioning • Cruise control with steering wheel controls • Power front windows • Driver and passenger 1 -
touch up • Driver and passenger 1 -touch down • Remote power door locks with illuminated entry • Manual tilt steering
wheel • Manual telescopic steering wheel * Rearview mirror with auto -dimming • FordPass Connect 4G internet access
• SYNC 3 911 Assist emergency SOS • Wireless phone connectivity • Inductive device charging • 2 1st row LCD monitors
• Front cupholders • Dual visor mirrors • Full floor console • Full overhead console • Driver and passenger door bins
Seats and Trim
• Seating capacity of 2 • Front bucket seats • 6 -way driver seat adjustment • Manual driver lumbar support • Manual height
adjustable driver seat • 4 -way passenger seat adjustment • Centre front armrest • Cloth seat upholstery
Entertainment Features
• SiriusXM AM/FM/Satellite radio with radio data system • Auxiliary audio input • SYNC 3 external memory control •
Steering wheel mounted radio controls • 4 speakers • Streaming audio • Integrated roof antenna
Lighting, Visibility and Instrumentation
• Halogen aero-composite headlights • Delay -off headlights • Auto on/off headlights • Front fog lights • Variable intermittent
front windshield wipers • Rain sensing wipers * Rear windshield wiper • Light tinted windows • Front reading lights •
Tachometer • Compass • Outside temperature display • Camera(s) - rear • Low tire pressure warning • Trip computer *
Parking sensors • Trip odometer • Lane departure • Ford Co-Pilot360 - BLIS (Blind Spot Information System) blind spot
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs (cont'd)
Safety and Security
• 4 -wheel ABS brakes • Brake assist with hill hold control • 4 -wheel disc brakes • AdvanceTrac w/Roll Stability Control
Electronic stability control • ABS and driveline traction control • Dual front impact airbag supplemental restraint system •
Dual seat mounted side impact airbag supplemental restraint system • Safety Canopy System curtain 1st row overhead
airbag supplemental restraint system • Airbag supplemental restraint system occupancy sensor • Perimeter/approach
lighting • Power remote door locks with * Security system with SecuriLock immobilizer and stolen vehicle tracking
system • MyKey restricted driving mode • Manually adjustable front head restraints with tilt ( driver only ) • Ford Co-
Pilot360 - BLIS (Blind Spot Information System) blind spot • Ford Co-Pilot360 - Automatic Emergency Braking (AEB)
Feature
Dimensions
General Weights
* Curb
Payload
Front Weights
Front GAWR
Rear Weights
Rear GAWR
Fuel Tank type
Capacity
Off Road
Min ground clearance
Interior cargo
Cargo volume
Height
Minimum width
Powertrain
Engine Type
Block material
Head material
Injection
Orientation
Valves per cylinder
Variable valve control
Engine Spec
Bore
3,724 lbs. GVWR 5,302 lbs.
1,570 lbs.
2,700 lbs. * Front curb weight
2,875 lbs. * Rear curb weight
15.8 gal. Capless fuel filler
6 " Load floor height
145.8 cu.ft. Maximum cargo volume
49.8 " Length
48.7"
Aluminum
Aluminum
Gasoline direct injection
Transverse
4
IVCT
Cylinders
Ignition
Liters
Recommended fuel
Valvetrain
2,203 lbs.
1,521 lbs.
Yes
23"
145.8 cu.ft.
87.6"
I-4
Spark
2.0L
Regular unleaded
DOHC
3.44" Compression ratio 12.0:1
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs (cont'd)
Displacement 122 cu.in.
Engine Power
Output
Alternator
Amps
Battery
Amp hours
Run down protection
162 HP @ 6,500 RPM
Engine Extras
Auto stop -start feature
Transmission
Electronic control
Overdrive
Type
Transmission Gear Ratios
1st
3rd
5th
7th
Reverse Gear ratios
Transmission Extras
Sequential shift control
Drive Type
Type
Drive Feature
Traction control
Drive Axle
Ratio
Exhaust
Material
Emissions
CARB
fuel Economy
City
Fuel type
150
80
Yes
Yes
Stroke
Torque
Cold cranking amps
Driver selectable mode
Yes Lock -up
Yes Speed
Automatic
4.689 2nd
3.012 4th
1.446 6th
0.747 8th
2.96
SelectShift
Front -wheel
ABS and driveline
3.8
Stainless steel System type
LEV3-ULEV50 EPA
24 mpg Highway
Gasoline Combined
3.27"
144 ft. -lb @ 4,500 RPM
800
Yes
Yes
8
3.306
1.923
1
0.617
Single
Tier 3 Bin 50
27 mpg
25 mpg
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs (cont'd)
Acceleration
0-60 mph (s)
1/4 Mile
Seconds
9.81
17.2 Speed 83 mph
Skid Pad
Lateral acceleration (g) 0.8
Slalom
Speed 59 mph
Green Values
Energy Impact Score (Barrels per year) 11.9 Carbon FP / Tailpipe and upstream total GHG (CO2,
tons per year) 7.1
Driveability
Brakes
ABS
Type
Brake Assistance
Brake assist
Suspension Control
Ride
Front Suspension
Independence
Anti -roll bar
Front Spring
Type
Front Shocks
Type
Rear Suspension
Independence
Anti -roll bar
Rear Spring
Type
Rear Shocks
Type
4 -wheel ABS channels
4 -wheel disc Vented discs
Yes Hill hold control
4
Front
Yes
Regular Electronic stability control Stability control with
anti -roll
Independent Type Strut
Regular
Coil Grade Regular
Gas -pressurized
Semi-independent Type Torsion beam
Regular
Coil Grade Regular
Gas -pressurized
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs (cont'd)
Steering
Activation
Steering Specs
# of wheels
Exterior
Front Wheels
Diameter
Rear Wheels
Diameter
Front and Rear Wheels
Material
Front Tires
Aspect
Sidewalls
Tread
Width
Rear Tires
Aspect
Sidewalls
Tread
Width
Wheels
Front track
Turning radius
Body Features
* Front splash guards
Body material
Body Doors
Door count
Right rear passenger
Exterior Dimensions
Length
Body height
Side door opening width
Rear door opening width
Electric power -assist Type Rack -pinion
2
16" Width
16" Width
Steel Covers
55 Diameter
BSW Speed
AS Type
215mm
55 Diameter
BSW Speed
AS Type
215mm
61.4" Rear track
20.0' Wheelbase
Yes * Rear splash guards
Fully galvanized steel Side impact beams
4 Left rear passenger
Sliding Rear cargo
190.0"
72.0"
32.8"
49.2"
Body width
Side door opening height
Rear door opening height
Rear door opening degree
6.50"
6.50"
Full wheel
16"
H
P
16"
H
P
61.7"
120.6"
Yes
Yes
Sliding
Split swing -out
72.2"
32.8"
45.5"
180.0
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs (cont'd)
Safety
Airbags
Driver front -impact Yes Driver side -impact Seat mounted
Occupancy sensor Yes Overhead Safety Canopy System curtain 1st
row
Passenger front -impact Yes Passenger side -impact Seat mounted
Seatbelt
Height adjustable Front Pre-tensioners Front
Pre-tensioners (#) 2
Security
Immobilizer SecuriLock Restricted driving mode MyKey
Seating
Passenger Capacity
Capacity 2
Front Seats
Split Buckets Type Bucket
Driver Seat
Fore/aft Manual Height adjustable Manual
Reclining Manual Way direction control 6
Lumbar support Manual
Passenger seat
Fore/aft Manual Reclining Manual
Way direction control 4 Fold flat Yes
Front Head Restraint
Control Manual Type W/tilt (driver only)
Front Armrest
Centre Yes
Front Seat Trim
Material Cloth Back material Cloth
Convenience
AC And Heat Type
Air conditioning Manual
Audio System
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs (cont'd)
Auxiliary audio input Yes
Radio data system Yes
Seek -scan Yes
Audio Speakers
Speaker type
Audio Controls
Speed sensitive volume
Voice activation
Radio
Radio grade
External memory control
Regular Speakers
Yes Steering wheel controls
Yes Streaming audio
Audio Antenna
Type Integrated roof
LCD Monitors
st row 2
Cruise Control
Cruise control With steering wheel controls
Convenience Features
Driver foot rest Yes
12V DC power outlet 2
Wireless phone connectivity Yes
Inductive device charging Front
Door Lock Activation
Type
Integrated key/remote
Door Lock Type
Tailgate/rear door lock Included with power door
locks
Door Locks Extra FOB Controls
Remote engine start Smart device only
(subscription required)
Instrumentation Type
Appearance Analog
Instrumentation Gauges
Tachometer Yes
Instrumentation Warnings
Oil pressure
Lights on
Low fuel
Yes
Yes
Yes
Primary monitor size (inches)
SiriusXM AM/FM/Satellite
Regular
SYNC 3
4
Yes
Yes
6.5
Retained accessory power Yes
Emergency SOS SYNC 3 911 Assist
Smart device integration Mirroring
Power Remote
Yes Auto locking
Engine/motor temperature
Battery
Key
Door ajar
Keyfob (all doors)
Yes
Yes
Yes
Yes
Yes
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.
11
Prepared by: JOHN WIENEKE
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs (cont'd)
Rear cargo ajar Yes Brake fluid
Low tire pressure Yes
Instrumentation Displays
Clock In -radio display Compass
Exterior temp Yes Systems monitor
Redundant digital speedometer Yes Camera(s) - rear
Instrumentation Feature
Trip computer
* Parking sensors
Blind spot
Rear collision
Steering Wheel Type
Material
Telescoping
Front Side Windows
Window 1st row activation
Windows Rear Side
*2nd row activation
Window Features
1 -touch down
Tinted
Front Windshield
Wiper
Rear Windshield
*Wiper
Interior
Driver Visor
Mirror
Passenger Visor
Mirror
Rear View Mirror
* Auto -dimming
Trim Door
Trim insert
Yes Trip odometer
Rear Lane departure
Warning Forward collision
Warning Pedestrian detection
Yes
Yes
Yes
Yes
Yes
Active
Mitigation
Prevention
Urethane Tilting Manual
Manual
Power
Fixed
Driver and passenger 1 -touch up Driver and passenger
Light
Variable intermittent Rain detecting wipers Yes
Regular *Window Fixed
Yes
Yes
Yes
Cloth
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Selected Equip & Specs (cont'd)
Headliner
Coverage Front Material
Floor Trim
Coverage Front * Covering
Mats Carpet front and rear
Trim Feature
Gear shifter material Urethane Interior accents
Lighting
Dome light type Delay Front reading
Illuminated entry Yes Variable IP lighting
Floor Console Storage
Storage Yes Type
Overhead Console Storage
Storage Yes Type
Storage
Driver door bin Yes Front Beverage holder(s)
Glove box Yes Passenger door bin
Cargo Space Trim
Floor Vinyl/rubber
Cargo Space Feature
Tie downs Yes Light
* Partition Yes * Tire mobility kit
Legroom
Front 41.5"
Headroom
Front 46.9"
Hip Room
Front 54.2"
Shoulder Room
Front 57.6"
Interior Volume
Passenger volume 63.2 cu.ft.
Cloth
Vinyl/rubber
Chrome
Yes
Yes
Full
Full
Yes
Yes
Yes
Yes
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
09/15/2022 KEN GARFF FORD GREELEY 14901 29TH STREET GREELEY COLORADO 180634
2023 Transit Connect Cargo Van LWB XLT (S7T)
Price Level: 315
Warranty
Standard Warranty
Basic
Distance
Powertrain
Distance
Corrosion Perforation
Distance
Roadside Assistance
Distance
36,000 miles Months
60,000 miles Months
Unlimited miles Months
60,000 miles Months
36 months
60 months
60 months
60 months
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
Class: Small Van
Colorado State Fleet Management
2023 VEHICLE SPECIFICATIONS
Dealers Invitation to Bid
Body Code: C1 CARGO VAN MINI
Representative Models: 1: FORD TRANSIT CONNECT 2: RAM PROMASTER CITY
MAKE: FORD
4:
MODEL: TRANSIT CONNECT OEM MODEL S: E7S
Page 1 of 3
Cl
for weld county
TRIM LEVEL: XL CARGO OEM CODE: 100A
STANDARD SPECIFICATIONS:
OEM CODE INDICATE ACTUAL DEALER SPECIFICATIONS
100 PASS: 2 PERSONS MIN.
STANDARD
115 TWO, SWING -OUT, REAR DOORS
STANDARD
116 DUAL SLIDING SIDE DOORS
STANDARD
140 TIRES: ALL SEAS M&S RADIAL
215155R16 97H XL ALL SEASON
146 FULL SIZE SPARE TIRE MOUNTED
STANDARD
162 WINDOW REAR DOOR ONLY (VAN)
STANDARD
182 WHEELBASE: 114.0 IN. MIN
120.6 WHEELBASE
190 GVW RATING: 4750
5302
298 CRUISE CONTROL/TILT
525
INCLUDED
300 AIR CONDITIONING
STANDARD
302 RADIO: AM/FM
STANDARD
307 POWER BRAKES & POWER STEERING
STANDARD
308 ABS BRAKES
STANDARD
310 SEATS: CLOTH SEATS
CB
STANDARD
342 AIR BAG - DRIVER & PASSENGER
STANDARD
350 STD ENG: SPECIFY
992
2.0L GDI 14 GAS ( NON FFV )
400 MIRRORS: RIGHT AND LEFT
STANDARD
404 INTERMITTENT WIPERS
STANDARD
410 TRANSMISSION: AUTOMATIC
STANDARD 8 SPEED
413 TWO -WHEEL DRIVE: FRONT
STANDARD
752 AXLE RATIO: SPECIFY
3.8
x-
863 BACKUP CAMERA
STANDARD
910 PRIMARY FUEL: UNLEADED
STANDARD
991 STD MIN WRNTY - BUMPER TO BUMPER 3/36
STANDARD
AVAILABLE OPTIONS:
OEM CODEACTUAL/COMMENTS
PRICE
133 BACKUP ALARM
KGF
BACK UP ALARM
195.00
143 TIRES: OPTION 81, LIST SIZE:
NO OTHER OPTION
0.00
160 WINDOWS ALL AROUND (VAN)
61K
2ND ROW FIXED ONLY
190.00
165 DELETE ALL WINDOWS
NO DELETE ON STANDARD SPEC
0.00
216 NON -STD ENGINE OPTION A:
NO OTHER AVAILABLE
0.00
Colorado State Fleet Management
2023 VEHICLE SPECIFICATIONS
Dealers Invitation to Bid
Class: Small Van Body Code: Cl CARGO VAN MINI
Representative Models: 1: FORD TRANSIT CONNECT
3:
2: RAM PROMASTER CITY
4:
Page 2 of 3
MAKE: FORD MODEL: TRANSIT CONNECT OEM MODEL #: E7S TRIM LEVEL: XL CARGO OEM CODE: 100A
AVAILABLE OPTIONS:
OEM CODEACTUAL/COMMENTS
PRICE
217 ENG OPTION: DIESEL
NOT AVAILABLE
0.00
218 NON -STD ENGINE OPTION B:
992/98A
2.0L GDI 14 FLEX FUEL
165.00
239 GVW OPTION: SPECIFY
NO OTHER AVAILABLE
0.00
249 AXLE RATIO OPTION: SPECIFY
NO OTHER AVAILABLE
0.00
252 CNG PREP PACKAGE
997
REQUIRES 997 ENGINE UPGRADE
315.00
254 ALT FUEL- OEM BI FUEL SPECIFY TANK LOC
NOT AVAILABLE
0.00
255 ALT FUEL -OEM DEDICATED SPEC TANK LOC
NOT AVAILABLE
0.00
256 E85 -OEM BI FUEL
992/98A
SEE LINE 218
165.00
262 DARKEST LEGAL TINT AVAIL
KGF
UP TO 5 WINDOWS
345.00
284 REMOTE KEYLESS ENTRY
STANDARD
0.00
305 AUXILIARY AIR CONDITIONING
NOT AVAILABLE THIS MODEL
0.00
306 AUXILIARY HEATING
NOT AVAILABLE THIS MODEL
0.00
311 SEATS: VINYL SEATS
SB
VINYL SEATS
0.00
331 BULKHEAD
USU
MESH PARTITION
842.00
336 BULKHEAD - WALK THROUGH
NOT AVAILABLE THIS MODEL
0.00
337 PLUMBING, HVAC INTERIOR PACKAGE
USU
HVAC PACKAGE
3,625.00
338 ELECTRICAL, GAS APPL REPAIR INTERIOR
USU
ELECTRICIAN PACKAGE
3,254.00
403 REAR WINDOW DEFROSTER
43D
REAR WINDOW DEFROSTER
150.00
408 REAR AXLE -ANTI SPIN
NOT AVAILABLE
0.00
409 ALL WHEEL DRIVE
NOT AVAILABLE
0.00
443 PKG: STROBE LIGHT (Attachment)
443
SEE ATTACHMENT
950.00
444 PRE -HEATER
41H
ENGINE BLOCK HEATER
100.00
472 EPACTAFV CREDIT: Specify
NOT AVAILABLE
0.00
520 POWER LOCKS
STANDARD
0.00
526 POWER MIRRORS
545
POWER HEATED MIRRORS
130.00
530 POWER WINDOWS
STANDARD
0.00
541 DELETE DAYTIME/AUTO HEADLIGHTS
CONFIGURABLE DRL STANDARD
0.00
599 AUDIO UPGRADE
58Z
SYNC 3 W/O NAVIGATION
595.00
608 HYBRID GAS/ELECTRIC
NOT AVAILABLE
0.00
643 ADD DAYTIME RUNNING LIGHTS
942
DRL NON CONFIGURABLE
0.00
652 LADDER RACK
USU
GOAL POST STYLE 2 POST
803.00
658 EXTRA KEYS & REMOTES
87R
2 EXTRA FACTORY KEYS ONLY
65.00
694 DIESEL ENG B20 COMPLIANT
NOT AVAILABLE
0.00
763 PHEV (PLUG IN HYBRID ELEC VEH)
NOT AVAILABLE
0.00
845 BLIND SPOT NOTIFICATION
85D
BLIS
575.00
Colorado State Fleet Management
2023 VEHICLE SPECIFICATIONS
Dealers Invitation to Bid
Class: Small Van Body Code: C1 CARGO VAN MINI
Representative Models: 1: FORD TRANSIT CONNECT 2: RAM PROMASTER CITY
3: 4:
MAKE: FORD MODEL: TRANSIT CONNECT OEM MODEL #: E7S
Page 3 of 3
TRIM LEVEL: XL CARGO OEM CODE: 100A
AVAILABLE OPTIONS:
854 MEDIUM ROOF
OEM CODEACTUAL/COMMENTS
NOT AVAILABLE
PRICE
0.00
855 HIGH ROOF
NOT AVAILABLE
0.00
887 BEV(BATTER/ELECTRIC)
NOT AVAILABLE 0.00
982 EXT WARRANTY - POWER TRAIN 5/100,000
ESPPT 5YR/100K $0 DEDUCTIBLE 3,195.00
AVAILABLE COLORS: Please attach manufacturer color chart
OTHER VEHICLE SPECIFICATIONS / OPTIONS (Please attach separate sheet if necessary)
SEE ATTACHED PRICE LIST WITH OTHER OPTIONS STARTING @
PRICE
100.00
MOBILITY UPFITS AVAILABLE sTARTING @
10,500.00
STANDARD FACTORY WARRANTY (Attach detailed description):
MILES MONTHS
Bumper to Bumper 36000 36
Drive Train
Other
60000 60
60000 60
OPTIONAL FACTORY WARRANTY (Attach detailed description):
MILES
NO OTHER 0
EPA FUEL RATING: 24
M.P.G CITY,
OEM MINIMUM FUEL RATED OCTANE: 85
DELIVERY: 60-300
MONTHS PRICE
0 0
27 M.P.G HIGHWAY
DAYS FROM DEALER RECEIPT OF ORDER FROM STATE (E.G. 90 DAYS)
IDENTIFY ANY EXCEPTIONS TO SPECIFICATIONS:
SOME UPFIT PRICES ARE SUBJECT TO CHANGE DUE TO COMMODITY RESTRAINTS
CONTACT DEALER FOR PRICING AT ORDER TIME
DEALER NAME: KEN GARFF FORD GREELEY
DEALER PHONE: 970 616-3721
BIDDER'S NAME: JOHN WIENEKE
Ken Goff Ford GreeleY SIGNATURE:
Greeley, CO 80634
John Wleneke
Commercial Account Manager
Jvieneke@kengarM.com
Phone: 970-616-3721
Cell: 970-673-2179
DocuSign Envelope ID: 5394E1A9-C7F0-4917-BCC9-562BB5386F23
STATE OF COLORADO PRICE AGREEMENT
AMENDMENT # 3
SIGNATURE AND COVER PAGE
State Agency
Department of Personnel and Administration, State Purchasing
and Contracts Office
Original Contract Number
171748
Contractor
KGA-FLG LLC dba Ken Garff Ford Greeley
Amendment Contract Number
176657
Amendment Performance Beginning Date
Amendment Effective Date
Contract Expiration Date
September 30, 2023
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this Amendment
and to bind the Party authorizine his or her signature.
CONTRACTOR
KGA-FLG LLC dba Ken Garff Ford Greeley
,-DoeuSigned by:
STATE OF COLORADO
Jared Polis, Governor
Department of Personnel and Administration, State
Purchasing and Contracts Office
Tony Gherardini, Executive Director
j ( Wt`
,,-D/oeuSigned by:
`--9Fcno dedamWieneke, Commercial Account Manager
Date: 6/9/2022
36U,l,, itto,
-rrosoF1 pm mian Chapman, Sate Purchasing Manager
Date: 6/9/2022
In accordance with §24-30-202 C.R.S., this Amendment is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jams, CPA, MBA, JD
Do_c/uSigned by:
BY[u L5.ALL 6.Lit
et
BDtAC4g7t3aC498_. Rachael Kamlet
Amendment Effective Date: 6/9/2022
Amendment Contract Number:CMS 176657 Page 1 of 4
DocuSign Envelope ID: 5394E1A9-C7F0-4917-BCC9-562BB5386F23
I. PARTIES
This Amendment (the "Amendment") to the Original Contract shown on the Signature and Cover
Page for this Amendment (the "Contract") is entered into by and between the Contractor, and the
State.
2. TERMINOLOGY
Except as specifically modified by this Amendment, all terms used in this Amendment that are
defined in the Contract shall be construed and interpreted in accordance with the Contract.
3. AMENDMENT EFFECTIVE DATE AND TERM
A. Amendment Effective Date
This Amendment shall not be valid or enforceable until the Amendment Effective Date
shown on the Signature and Cover Page for this Amendment. The State shall not be bound
by any provision of this Amendment before that Amendment Effective Date, and shall have
no obligation to pay Contractor for any Work performed or expense incurred under this
Amendment either before or after of the Amendment term shown in §3.B of this Amendment.
B. Amendment Term
The Parties' respective performances under this Amendment and the changes to the Contract
contained herein shall commence on the Amendment Effective Date shown on the Signature
and Cover Page for this Amendment.
4. PURPOSE
This amendment is to replace Exhibit C, Exhibit C (1) and Exhibit C (2) with Exhibit C (3) and to
extend the contract.
5. MODIFICATIONS
The Contract and all prior amendments thereto, if any, are modified as follows:
A. Commencing on the Amendment Effective Date the Exhibit C (3) price list shall be in effect.
All references to Exhibit C, Exhibit C (1) and Exhibit C (2) shall also reference Exhibit C
(3).
B. Commencing on the Amendment Effective Date the term of the Contract is extended to
September 30, 2023.
6. LIMITS OF EFFECT AND ORDER OF PRECEDENCE
This Amendment is incorporated by reference into the Contract, and the Contract and all prior
amendments or other modifications to the Contract, if any, remain in full force and effect except
as specifically modified in this Amendment. Except for the Special Provisions contained in the
Contract, in the event of any conflict, inconsistency, variance, or contradiction between the
provisions of this Amendment and any of the provisions of the Contract or any prior modification
to the Contract, the provisions of this Amendment shall in all respects supersede, govern, and
control. The provisions of this Amendment shall only supersede, govern, and control over the
Special Provisions contained in the Contract to the extent that this Amendment specifically
modifies those Special Provisions.
Amendment Contract Number:CMS 176657 Page 2 of 4
DocuSign Envelope ID: 5394E1A9-C7F0-4917-BCC9-562BB5386F23
A9-C7F0-4917-BCC9-562BB5386F23
EXHIBIT C (3), VEHICLE AND PRICE LIST
Find Detail Sheets attached in BIDS
Body
Code
Body
Code
Description
p
Make
Model
Model
Year
Base
Price
Cargo Van
Mini
Transit
Connect
LOW
Transit
Connect
2023
$29,234
C1
C1
Cargo Van
Mini
Transit
Connect
FFV
Option
Transit
Connect
2023
$29,399
C4
Cargo
Van 1
Ton
Ford
Roof
Transit
350
Medium
Ford
Transit
350
2023
$43,403
C4
Cargo Van
1
Ton
Ford
Transit 350 High
Roof
Ford
Transit
350
2023
$45,453
D1
Pass Van
Mini
(5
Pass)
LOW
Ford
Transit Connect
Ford
Transit
Connect
2023
$30,303
D1
Pass Van
Mini
(5
FFV
Pass)
Option
Ford
Transit Connect
Ford
Transit
Connect
2023
$30,468
D3
Pass Van (12
Pass)Ford
Standard
Transit 350
FFV
Ford
Transit
350
2023
$44,999
D3
Pass Van (12
Pass) )Ford
Roof
Transit 350
Medium
Ford
Transit
350
2023
$46,129
D3
Pass Van (12
Pass) )Ford
Transit 350
High
Roof
Ford
Transit
350
2023
$47,574
D5
Pass Van (15
Pass)Ford
Standard
Transit
350
FFV
Ford
Transit
350
2023
$46,289
D5
Pass Van (15
Pass) Transit
350
High
Roof
Ford
Transit
350
2023
$48,864
D5
Pass Van (15
Pass)
Transit 350
Medium
Roof
Ford
Transit
350
2023
$47,419
Fl
Small
FWD
PU
Ford
Maverick
Hyrbid
Ford
Maverick
2023
$22,586
FE
1/2 Ton
Ford
F-150
Lighnting
Pro
Electric
Ford
Lightning
Pro
2023
$54,203
F2
1/2
Ton
4x4
Short
Ford
bed,
F150
FFV
Low
Standard
Extended
Cab,
Ford
F150
2023
$34,934
F2
1/2
Ton 4x4
F150
CNG
Bi-Fuel
Ford
F150
2023
$51,559
F3
3/4
Ton
4x4
Ford
F250
Diesel
Ford
F250
2023
$52,264
F3
3/4
Ton 4x4
Ford
F250 CNG
Bifuel
Ford
F250
2023
$61,084
F3
3/4
Ton
4x4
Ford
F250 CNG
Dedicated
Ford
F250
2023
$61,084
F4
1
Ton 4x4
Ford
F350 CNG
Bifuel
Ford
F350
2023
$62,460
F4
1
Ton
4x4
Ford
F350
PHEV
Ford
F350
2023
$72,145
F4
1
Ton
4x4
Ford
F350
Hybrid
Ford
F350
2023
$64,145
FS
3/4
T
F250 Crew Cab
Hybrid
Ford
F250
2023
$64,391
F8
3/4
T
F250 Crew Cab
PHEV
Ford
F250
2023
$72,391
F8
3/4 T
F250 Crew Cab
CNG
Bifuel
Ford
F250
2023
$62,706
K6
Pass Util
Ex Small
4X4
Util
Ford
Bronco
LOW
Ford
Bronco
2023
$32,939
KE
Pass
Util
Electric
4x4
Low
Ford
Mustang
Mach
-E
Ford
Mustang
E
Mach-
2023
$50,435
Amendment Contract Number CMS 176657
Page 3 of 4
DocuSign Envelope ID: 5394E1A9-C7Fo-4917-BCC9-562BB5386F23
P4 1 Ton Cargo Box Ford Transit Cutaway Low Ford Transit Cutaway 2023 $52,755
PE
Ford E -Transit Delivery Van Electric
Ford
Transit T350
2023
$54,555
P5
Ford F650 4X2 2 1/2 Ton Cargo Box FFV
Option
Ford
F5650
2023
$87,472
T1
Cab & Chassis (DRW) 1 Ton F350 Low
Ford
F350
2023
$41,806
T1
Cab & Chassis (DRW) 1 Ton F350 FFV Standard
Ford
F350
2023
$41,806
T1
Cab & Chassis (DRW) 1 Ton F350 Diesel
Ford
F350
2023
$51,956
T4
Cab & Chassis (DRW) 1 1/2 Ton F450 Low
Ford
F450
2023
$44,846
T4
Cab & Chassis (DRW) 1 1/2 Ton F450 Diesel
Ford
F450
2023
$54,171
T5
Cab & Chassis (DRW) 2 Ton F550 Low
Ford
F550
2023
$45,838
T5
Cab & Chassis (DRW) 2 Ton F550 Diesel
Ford
F550
2023
$55,163
Amendment Contract Number: CMS 176657 Page 4 of 4
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
STATE OF COLORADO PRICE AGREEMENT
SIGNATURE AND COVER PAGE
State Agency
Department of Personnel and Administration, State Purchasing
and Contracts Office
Contract Number
171748
Contractor
KGA-FLG LLC dba Ken Garff Ford Greeley
Contract Performance Beginning Date
October 18, 2021
Contract Description
2022 or newer model year fleet vehicles
Initial Contract Expiration Date
September 30, 2022
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
r-DocuSigned by:
iota, OJ u a t,
`-alyoadeflmElAkieneke, Commercial Account Manager
Date: 10/18/2021
STATE OF COLORADO
Jared Polis, Governor
Department of Personnel and Administration,
State Purchasing and Contracts Office
Kara Veitch, Executive Director
DocuSigned by:
C
ayiArf Jtapman, State Purchasing Manager
Date: 10/18/2021
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
By: CDocuSigned by:
wt,�st%
AE2B5FC1373241aoe weber
Effective Date:10/18/2021
Contract Number: 171748
Page 1 of 22 Version 062020
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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 10
13. INSURANCE 10
14. BREACH 12
15. REMEDIES 13
16. DISPUTE RESOLUTION 15
17. NOTICES AND REPRESENTATIVES 15
18. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 16
19. GOVERNMENTAL IMMUNITY 16
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM 16
21. GENERAL PROVISIONS 17
22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 20
EXHIBIT A, GENERAL WORK REQUIREMENTS 1
EXHIBIT B, STATEMENT OF WORK 1
EXHIBIT C, PRODUCTS AND PRICING 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
Contract Number: 171748 Page 2 of 22
Version 062020
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
Page for this Contract (the "Initial Term") unless sooner terminated or further extended in
accordance with the terms of this Contract.
C. Extension Terms
i. 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, 2022.
ii. 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 240 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
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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 8-24-102-
202-01.
4. PURPOSE
The Parties are entering into this Contract for the Contractor to provide 2022 or newer model year
fleet vehicles to Purchasing Entities. The Contractor was selected as a result of ITN-SPCO-AR-
22-001.
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 Price 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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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, Products and Pricing
iv. Exhibit D, HIPAA Business Associate Agreement
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 may be 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,
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
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information. PII includes, but is not limited to, all information defined as personally
identifiable information in §24-72-501, 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.
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
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 45 days for the State and Purchasing
Entities to pay an invoice following the receipt of that invoice, unless the State or a
Purchasing Entity specifically agrees to a shorter time in an Order.
ii. Payment Disputes
Unless different procedures are specified in an Order, if Contractor disputes any
calculation, determination or amount of any payment, Contractor shall notify the
Purchasing Entity issuing the Order in writing of its dispute within 30 days following
the earlier to occur of Contractor's receipt of the payment or notification of the
determination or calculation of the payment by that Purchasing Entity. The Purchasing
Entity will review the information presented by Contractor and may make changes to
its determination based on this review. The calculation, determination or payment
amount that results from the Purchasing Entity's review shall not be subject to
additional dispute under this subsection. No payment subject to a dispute under this
subsection shall be due until after the Purchasing Entity has concluded its review, and
the Purchasing Entity shall not pay any interest on any amount during the period it is
subject to dispute under this subsection.
iii. 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.
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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: (i) 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
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'
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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.
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
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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.
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
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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:
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 1 fire.
C. Commercial 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. 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.
E. Garage Keepers Liability
The Garage Keepers Liability Insurance must have a minimum of $1,000,000 per occurrence.
F. 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.
G. 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.
H. Cancellation
The above insurance policies shall include provisions preventing cancellation or non -
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Contractor and Contractor shall forward such notice to the State in accordance
with §17 within 7 days of Contractor's receipt of such notice.
I. 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
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under subrogation or otherwise against Contractor or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
J. 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.
K. 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.
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.
i. 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
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
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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
and available at law and equity.
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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, §2.5, 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
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
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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
State Purchasing & Contracts Office Ken Garff Ford Greeley
1525 Sherman St 4901 29. Street
5. floor
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 definition of "works made for hire" under 17 U.S.C.S. §101, the Parties intend the Work
Product to be a work made for hire.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this 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
"CMS"). Contractor's performance shall be subject to evaluation and review in accordance with
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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
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
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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, Products and Pricing
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, or 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
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
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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
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
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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 Work infringes a patent, copyright, trademark, trade secret, or any other
intellectual property right.
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. Any term included in this
Contract that limits Contractor's liability that is not void under this section shall apply only
in excess of any insurance to be maintained under this Contract, and no insurance policy shall
be interpreted as being subject to any limitations of liability of this Contract.
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;
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(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
(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.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] Contractor certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Contract and will confirm the
employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this Contract, through participation in the E -Verify Program or
the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor
shall not knowingly employ or contract with an illegal alien to perform work under this
Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that
the Subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under this Contract. Contractor (i) shall not use E -Verify Program or the program
procedures of the Colorado Department of Labor and Employment ("Department Program")
to undertake pre -employment screening of job applicants while this Contract is being
performed, (ii) shall notify the Subcontractor and the contracting State agency or institution
of higher education within 3 days if Contractor has actual knowledge that a Subcontractor is
employing or contracting with an illegal alien for work under this Contract, (iii) shall
terminate the subcontract if a Subcontractor does not stop employing or contracting with the
illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable
requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5),
C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in
the Department program, Contractor shall deliver to the contracting State agency, Institution
of Higher Education or political subdivision, a written, notarized affirmation, affirming that
Contractor has examined the legal work status of such employee, and shall comply with all
of the other requirements of the Department program. If Contractor fails to comply with any
requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency,
institution of higher education or political subdivision may terminate this Contract for breach
and, if so terminated, Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the
United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101,
et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103,
C.R.S. prior to the Effective Date of this Contract.
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EXHIBIT A, GENERAL WORK REQUIREMENTS
1. CONTRACTOR PERSONNEL
1.1.Contractor personnel shall work cooperatively with State and Purchasing Entity staff to ensure
the completion of the Work.
1.2.Colorado Revised Statutes, 24-109-105
1.3.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.
1.4.Key Personnel
1.4.1. Contractor shall designate people to hold the following specific personnel positions:
1.4.1.1.
1.4.1.1.1.
1.4.1.1.1.1.
1.4.1.1.1.2.
1.4.1.1.1.3.
1.4.1.2.
1.4.1.2.1.
1.4.1.2.1.1.
Primary Point of Contract as found in §17
The Primary Point of Contract shall be responsible for all of the following:
Serving as the individual responsible addressing all questions and concerns for
the State and Purchasing Entities, unless an Order specifies another point of
contact for that Order.
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.
Overseeing all other personnel and ensuring proper staffing levels throughout the
term of the Contract.
Quarterly Volume Reporting Lead
The Quarterly Volume Reporting Lead shall be responsible for all of the following:
Ensuring the completeness and accuracy of the Quarterly Volume Reports
described in this Exhibit A.
1.4.1.2.1.2. Ensuring the final submission of the Quarterly Volume Reports described in this
Exhibit A by the appropriate due date for that report.
1.4.1.2.1.3. Reports must be submitted via e-mail to Amy Risley at: Amy.RisleyAstate.co.us
2. ORDERING AND ORDER FULFILLMENT
2.1.Ordering
2.1.1. 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.
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2.1.2. The State and Each Purchasing Entity may complete an Order in accordance with its own
rules and policies, as available to Contractor, using the appropriate documentation for that
organization to issue an Order.
2.1.2.1. Contractor shall communicate directly with each Purchasing Entity related to that
Purchasing Entity's Orders.
2.1.3. 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.
2.1.4. If Contractor provides for Ordering through an Internet -based portal or electronic catalog,
Contractor shall maintain all of Contractor's necessary hardware, software, backup -capacity
and network connections required to operate that internet-based portal or electronic catalog.
2.1.4.1. Contractor's internet-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.
2.1.4.2. 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.
2.1.4.3. 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.
2.2.Delivery of Goods and Performance of Services
2.2.1. Contractor shall provide all Goods and perform all Services described in each Order.
2.2.2. Unless specifically agreed to otherwise in an Order, Contractor shall deliver all Goods
under an Order in good, working and undamaged condition. 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 has
been pre -negotiated in writing between Ordering Entity and Contractor.
2.2.3. 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.
2.2.4. Contractor to follow all delivery terms from ITN-SPCO-AR-22-001 III N, O, P, R, S, T,
U.
2.3.Inspection and Acceptance
2.3.1. 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.
Exhibit A Page 2 of 8
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
2.3.2. 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.
2.4.Ordering Support
2.4.1. 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.
2.4.1.1. 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.
2.4.1.2. 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.
2.4.1.3. 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.
2.4.2. 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.
2.4.2.1. 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.
2.4.2.2. 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 set up 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.
2.5.Order Disputes, Termination and Resolution
2.5.1. 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.
2.5.2. Vehicles that are ordered by State Fleet Management (SFM) or Purchasing Entity prior
to build -out and considered within normal and acceptable ordering and build timeframes are
expected to be delivered through Contractor within usual spring delivery timeframe of current
model year. SFM and SFM's customers are caused financial harm and other issues when
vehicles are "rolled over" to the next model year. If the OEM or Contractor fails to comply
Exhibit A Page 3 of 8
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
with the terms of an order, whether due to acts beyond their control or otherwise, SFM will
count this as a delivery and performance issue that will jeopardize future awards to
Contractor. .
2.5.3. 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.
2.5.4. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because
of Contractor's breach of that Order, Contractor shall provide notice to the State of that breach
or termination within 5 Business Days following Contractor's receipt of that notice of breach
or termination.
3. DATES AND CONFIRMATIONS REQUIRED
3.1.For each vehicle ordered, Contractors shall complete and return Exhibit 3, 5 and 6 from ITN-
SPCO-AR-22-001 and send to the Purchasing Entity as soon as it is available, but no later than
five (5) working days after notification from the manufacturer. The forms shall include the
following information:
3.1.1. Date Contractor received SFM or Purchasing Entity Purchase Order (PO)
3.1.2. Manufacturer's Factory Order # and date received
3.1.3. Manufacturer's Factory Production Date
3.1.4. Estimated date of delivery to SFM or Purchasing Entity
3.1.5. For SFM orders: Contractor must submit status code report (notifications) via email to
SFM and public safety with updated on and including; build progress, upfit progress, delivery
and ETS's; delays, etc. reports must be emailed every month starting after confirmation of
purchase order. Emails must be sent to: dpa newvehicle(aystate.co.us
3.1.6. 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 Contractor shall demonstrate to the State of Colorado all efforts to
secure vehicles.
3.1.6.1. 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 (USS) to aquire vehicles in a timely manner. Unless
otherwise approved by SFM or other Purchasing Entities, all model year 2022 or newer
vehicles ordered request to be delivered and invoiced to later than September 30, 2022.
See 2 E Order Term.
3.2.Marketing
3.2.1. 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.
Exhibit A Page 4 of 8
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
3.2.1.1. 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.
3.2.1.2. Contractor shall not distribute any marketing materials to any Purchasing Entity prior to
receiving the State's approval of those Marketing Materials.
3.2.2. 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.
3.3.Additional Terms
3.3.1. Any additional terms and conditions on any invoice, statement, Contractor time sheet,
website, electronic license or use agreement or any other form, including, without limitation,
terms regarding indemnification, limitation of liability, cancellation fees, choice of law and
binding arbitration shall be void and unenforceable except to the extent that they are
specifically included in this 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.
4. VOLUME AND OPERATIONAL REPORTING
4.1.Volume Reporting
4.1.1. 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:
4.1.1.1. A summary volume report that includes, but is not limited to, all of the following for the
quarter that the report covers:
4.1.1.1.1. The total spent by each type of Purchasing Entity under this Contract.
4.1.1.1.2. The total of the list cost of all items purchased by each type of Purchasing Entity
under this Contract.
4.1.1.1.3. 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.
4.1.1.1.4. The total sales of Environmentally Preferable Products, as defined in the State's
Environmentally Preferable Purchasing Policy, for each Purchasing Entity under this
Contract.
4.1.1.1.5.
4.1.1.2.
4.1.1.2.1.
4.1.1.2.2.
4.1.1.2.3.
Any additional summary information as requested by the State.
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
Exhibit A Page 5 of 8
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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.
4.1.1.2.4. Any other detail information as requested by the State.
4.1.2. Contractor shall deliver a Quarterly Volume Report to the State's representative as
identified in Section 17 of the Contract on a quarterly basis.
4.1.2.1. DELIVERABLE: Quarterly Volume Report
4.1.2.2. DUE: Quarterly, within 30 calendar days following the end of the State Fiscal Year
quarter that the report covers.
4.1.3. 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.
4.1.4. All data and information contained in a Quarterly Volume Report shall be the property of
the State and shall not be considered proprietary.
4.2.Additional Operational Reporting
4.2.1. 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.
4.2.1.1. DELIVERABLE: Ad -Hoc Operational Reports
4.2.1.2. 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
5.1.The State may schedule periodic business reviews to review Contractor's performance under this
Contract.
5.2.Contractor shall ensure personnel assigned to the Contract are available for these meetings with
the State as scheduled by the State.
5.3.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
6.1.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.
6.1.1. During the Closeout Period, Contractor shall complete all of the following, as directed by
the State:
6.1.1.1. 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.
6.1.1.2. Notify any Subcontractors of the termination of the Contract, as directed by the State.
Exhibit A Page 6 of 8
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
6.1.1.3. 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.
6.1.2. 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
7.1.Price Lists
7.1.1. The State may publish any pricing information under this Contract, including, without
limitation the pricing shown on Exhibit C, Products and Pricing, 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.
7.1.2. If Contractor modifies any of its prices in accordance with §7.2, or discontinues any item
shown on the existing pricing information, Contractor shall provide updated pricing
information to the State for the State to publish.
7.2.Price Modifications
7.2.1. Price Increases
7.2.1.1. Contractor may request an increase in the prices listed in Exhibit C by submitting its
request to the State in writing as described in §17 of the main body of this Contract.
Requests for increases in prices are limited as follows:
7.2.1.1.1. If a Contractor is requesting a price increase for the extension of the Contract the
requested increased pricing with justification from the manufacturers must be
received by July 31, 2021.
7.2.1.1.2. Contractor may only request a price increase if it can provide and justify that increase
based on the Original Equipment Manufacturer increase, the Producer Price Index or
the Consumer Price Index issued by the US Department of Labor, Bureau of Labor
Statistics; or a similar industry pricing guide.
7.2.1.2. 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.
7.2.1.3. If the State approves a price increase, that price increase shall not take effect unless it is
included in this Contract. The State will increase prices in an amendment.
7.2.1.3.1. 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.
7.2.1.4. 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
Exhibit A Page 7 of 8
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS 11 171748
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.
7.2.2. Price Decreases and Ceiling Prices
7.2.2.1. Contractor may decrease its prices shown in Exhibit C at any time by providing written
notice to the State.
7.2.2.2. 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
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
EXHIBIT B, STATEMENT OF WORK
1. GOODS AND/OR SERVICES
Contractor shall provide 2022 or newer model year fleet vehicles.
2. SPECIFICATIONS
2.1.At a minimum, all vehicles ordered shall include manufacturer standard new vehicle equipment
for 2022 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.
2.2.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 OEM (Original
Equipment Manufacturer) 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.
2.3.In the event that OEM is unable to deliver ordered vehicle(s) within the model year ordered, SFM
or Purchasing Entity reserves the right to choose out of dealer stock unit(s) as close to original
specifications as possible. 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.
2.4.The projected delivery time is 30 to 400 days from order placement.
3. OTHER PROJECT REQUIREMENTS
3.1.Alternative Fuels — Alternative fuel vehicles (AFV) 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) II/III compatible. Such vehicles shall be specifically designed to operate on alternative
fuel as its primary fuel. Information for Dealers authorized to repair and service AFV's, if
different from all OEM dealers shall be provided to Purchasing Entity by Contractor.
3.2.Hybrid and Electric Vehicles — Vehicles offered shall include a full factory warranty and be
serviceable by any Factory Authorized Dealer.
3.3.Tires — Tires provided by Contractor 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.
3.4.All vehicles delivered to any Purchasing Entity must be a full turnkey vehicle unless prior written
notification has been made. All vehicles delivered to any Purchasing Entities must meet all prices
and details in body code sheets as provided with ITN-SPCO-AR-22-001 and included in this
award and Contract.
3.5.Warranty — The States minimum standard warranty period for all 2022 or newer vehicles is 3
year or 36,000 miles and is to cover the ordered vehicle including all options and accessories.
Exhibit B Page 1 of 4
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
3.6.Due to State budget conditions, SFM cannot accept any vehicles prior to March 1, 2021 unless
authorized by SFM. Contractor shall make deliveries after this date. The exceptions to this
condition are Public Safety, Undercover and patrol vehicles and vehicles that have Federal Grant
funding or Agency funding. Additionally, other Purchasing Entities may elect to accept their
vehicles earlier and/or later than SFM. Contractor will work with additional Purchasing Entities
to ensure all dates are met.
3.7.If a model year change occurs during the contract period prior to extension, or if the awarded
vendor will allow, 2023 model year vehicles may be sold under the terms, conditions and prices
of the 2022 or newer model year awards. Model year substitutions MUST be approved in writing
by SFM or Purchasing Entity.
3.8.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 specific body code
vehicle included on Contract.
3.9.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.
3.10. Delivery Requirements — Vehicles are to be delivered complete with all manufacturer
standard new vehicle equipment and must be in compliance with the 2022 or newer vehicle
specifications for each body code per the Contractor's response. All requested optional items as
listed on the SFM or Purchasing Entity purchase order must also be with delivery. SFM and any
Purchasing Entity reserve the right to return a vehicle after acceptance that is not complete
according to the 2022 or newer vehicle specifications for each body code and any purchase order,
if later found to be in violation. Contractor shall promptly bring the vehicle up to the award
specification or accept return of vehicle and reimburse any monies paid by the State or
Purchasing Entity.
3.11. 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.
3.11.1. Contractor shall bring the following items at the time of scheduled delivery (all
documents shall be typed):
3.11.1.1. The Contractor invoice with a typed Vehicle Identification Number (VIN), the State or
Purchasing Entity Purchase Order Number, and the Contractor stock number.
3.11.1.2. The manufacturer's window sticker with price and option into (Do not leave the sticker
on the vehicle door glass).
3.11.1.3. The manufacturer's "Certificate of Origin" with a typed assignment as follows (there
shall be no corrections):
Undetermined at this time
1001 East 62"d Ave
Denver, CO 80216
3.11.1.4. The application for Title and the bill of sale (if used for odometer disclosure).
Exhibit B Page 2 of 4
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
3.11.1.5. Two sets of keys marked for the vehicle and the key code (on a sticker or tag) needed for
key matching and duplication.
3.11.1.6. 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, buses and stake beds, etc.
3.12. Contractor shall leave the following items in the vehicle at the time of scheduled delivery:
3.12.1. The owner's manual visible on the front seat.
3.12.2. The Dealer Stock Number on the windshield.
3.12.3. A sixty (60) day permit shall be attached in the rear window of the vehicle.
3.12.4. Vehicles shall be washed, have license plate brackets and screws installed on the vehicle,
serviced and in standard "make ready" condition (i.e. prepared for immediate use including
no less than one quarter (1/4) tank reading of fuel and full tanks of Diesel Emission Flued
when equipped with DEF tanks.) Note: Vehicles must be delivered with no less than 1/4 tank
of each fuel type, including CNG, diesel, propane, etc., and full DEF tanks, or vehicles will
be refused.
3.13. SFM or the Purchasing Entity shall make a cursory visual check pf the delivered vehicle's
condition and options to expedite the delivery process. Should any problems be found after
delivery, SFM or the Purchasing Entity have 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 (2)
business day of notification via email for correction/repairs, and then shall redeliver the vehicle
as soon as the repairs are complete. The dealer will expedite repairs to its maximum capability,
so as not to cause financial hardship to the State or Purchasing Entity.
3.14. 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 Purchasing Entity are to be similar to State
delivery instructions.
3.14.1. The terms are FOB destination with freight included to destinations in the Metropolitan
Denver are (7 county areas to include: Denver, Adams, Arapahoe, Boulder, Douglas,
Broomfield and Jefferson). Deliveries outside of the 7 -area are FOB destination with freight
added, which has been pre -negotiated in writing between Purchasing Entity and Contractor.
3.14.2. Any Purchasing Entity may arrange to pick up a vehicle from the awarded Contractor at
no additional charge.
3.14.3. 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 with and agreed to by the applicable Institution of Higher Education, Political
Subdivision or Non -Profit.
3.14.4. The State Procurement Administrator managing the State Price Agreement should be
notified immediately of any issues related to the delivery of vehicles.
3.15. Quotation of Vehicles for Institutions of Higher Education, Political Subdivisions ad Non -
Profits — At the request of the political subdivision Contractor shall begin all vehicle quotes with
the State Awarded Standard Vehicle Base Price. Vehicle quotes that begin with a Contractor
Exhibit B Page 3 of 4
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
MSRP or quotes that cannot provide a pricing breakdown that includes the Contracted Standard
Vehicle Base Price and body code sheets details will not be considered valid.
3.16. Contractors shall include, on the requested quotation for the political subdivision, the
Original Equipment Manufacturer (OEM) Model number and any OEM codes for all
specifications, accessories, and up -fits, when an OEM code is available.
Exhibit B Page 4 of 4
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581 CBCB
CMS # 171748
EXHIBIT C, PRODUCTS AND PRICING
Find Detail Sheets attached in BIDS
Body
Code
Body
Code
Description
Make
Model
Base
Price
C1
Cargo Van
Mini
Transit Connect
LOW
Transit
Connect
$23,713
C1
Cargo Van
Mini
Transit
Connect
FFV
Option
Transit
Connect
$23,878
C4
Cargo Van 1 Ton
Ford
Roof
Transit
350
Medium
Ford
Transit
350
$32,971
C4
Cargo Van
1
Ton
Ford
Transit
350
High
Roof
Ford
Transit 350
$33,121
D1
Pass Van
Mini
(5
Pass)
LOW
Ford
Transit
Connect
Ford
Transit Connect
$25,589
D1
Pass Van
Mini (5
FFV
Pass)
Option
Ford
Transit
Connect
Ford
Transit
Connect
$25,754
D2
Pass Van (8
Pass)
Standard
Ford
Transit
150
FFV
Ford
Transit
150
$32,149
D2
Pass Van (8
Pass)
Ford
Roof
Transit
150
Medium
Ford
Transit 150
$35,604
D3
Pass Van (12
Pass)Ford
Standard
Transit 350
FFV
Ford
Transit
350
$32,115
D3
Pass Van (12
Pass) )Ford
Roof
Transit
350
Medium
Ford
Transit
350
$38,145
D3
Pass Van (12
Pass) )Ford
Transit
350
High
Roof
Ford
Transit
350
$39,595
D5
Pass Van (15
Pass)Ford
Standard
Transit 350
FFV
Ford
Transit
350
$33,684
D5
Pass Van (15
Pass) Transit
350
High
Roof
Ford
Transit
350
$36,584
D5
Pass Van (15
Pass) Transit
350
Medium
Roof
Ford
Transit
350
$35,139
Fl
Small
FWD
PU
Ford
Maverick
Hyrbid
Ford
Maverick
$19,784
F2
1/2
Ton 4x4
Short
Ford
bed,
F150
FFV
Low
Standard
Extended
Cab,
Ford
F150
$26,214
F2
1/2 Ton
4x4
F150
CNG
Bi-Fuel
Ford
F150
$40,529
F3
3/4
Ton 4x4
Ford
F250 CNG
Bifuel
Ford
F250
$42,536
F3
3/4 Ton
4x4
Ford
F250 CNG
Dedicated
Ford
F250
$42,536
F4
1
Ton 4x4
Ford
F350 CNG
Bifuel
Ford
F350
$45,189
F4
1
Ton
4x4
Ford
F350
PHEV
Ford
F350
$62,535
F4
1
Ton 4x4
Ford
F350
Hybrid
Ford
F350
$49,989
F8
3/4
T
F250 Crew Cab
CNG
Bifuel
Ford
F250
$46,099
K6
Pass
Util
Ex Small
4X4
Util
Ford
Bronco
LOW
Ford
Bronco
$29,748
KE
Pass
Util
Electric
4x4
Low
Ford
Mustang
Mach
-E
Ford
Mustang
E
Mach-
$46,935
P4
1
Ton Cargo
Box
Ford
Transit
Cutaway
Low
Ford
Transit
Cutaway
$42,685
PE
Ford
E -Transit
Delivery
Van
Electric
Ford
Transit
T350
$57,988
P5
Ford
F650 4X2 2
1/2
Ton Cargo
Box
FFV
Option
Ford
F5650
$79,806
Exhibit C
Page 1 of 2
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
T1
Cab & Chassis (DRW) 1 Ton F350 Low
Ford
F350
$29,494
T1
Cab & Chassis (DRW) 1 Ton F350 FFV Standard
Ford
F350
$29,494
T1
Cab & Chassis (DRW) 1 Ton F350 Diesel
Ford
F350
$39,444
T4
Cab & Chassis (DRW) 1 1/2 Ton F450 Low
Ford
F450
$34,272
T4
Cab & Chassis (DRW) 1 1/2 Ton F450 Diesel
Ford
F450
$43,597
T5
Cab & Chassis (DRW) 2 Ton F550 Low
Ford
F550
$35,149
T5
Cab & Chassis (DRW) 2 Ton F550 Diesel
Ford
F550
$44,474
Exhibit C Page 2 of 2
DocuSign Envelope ID: B30D8762-7A50-45C3-9O40-BA9DC581 CBCB
CMS # 171748
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
i. 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 9
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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
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.
c. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered
Exhibit D Page 2 of 9
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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
Agreement, Business Associate shall promptly remedy any such violation and shall certify
completion of its remedy in writing to Covered Entity.
Exhibit D Page 3 of 9
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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.
iii. 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.
J.
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
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;
Exhibit D Page 4 of 9
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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.
m. 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 5, 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 3.h,
above, for a period of six years.
2. Obligations of Covered Entity
a. 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.
Exhibit D Page 5 of 9
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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
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
Exhibit D Page 6 of 9
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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
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:
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
Exhibit D Page 7 of 9
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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 9
DocuSign Envelope ID: B30D8762-7A50-45C3-9C40-BA9DC581CBCB
CMS # 171748
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 9
From: David Springer
To: Eric Beutz
Cc: Christie Peters
Subject: RE: Transit Order Banks
Date: Monday, September 19, 2022 10:54:07 AM
•
Eric,
You should be getting something from Purchasing to rescind the PO. We are heading a different
direction.
David Springer
Director, Fleet Services
Weld County Government
1399 N. 17th Ave.
Greeley, CO 80631
970-400-3513
970-673-5007 cell
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or
entity to 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: Eric Beutz <ericb@mountainfleet.com>
Sent: Monday, September 19, 2022 10:52 AM
Subject: Transit Order Banks
t aution: This email originated from outside of Weld County Government. Do not click links or open attachments unless
you recognize the sender and know the content is safe.
Ford just let us know that they are doing all that they can to keep up with high demand of Transit.
Supply chain constraints, in conjunction with the massive popularity of Transit, have forced Ford
Motor Company to cut off orders for Transit on Thurs 9/22.
So please contact Cody Lewis, clewis@mikemarooneauto.comifyouwereplanningonorderingthe
most popular van ever made.
Eric Beutz
Mike Maroone Ford Longmont
Cell: 303-829-4767
ericb@mountainfleet.com
MAROONE
FORD LONGMONT
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