HomeMy WebLinkAbout2019 Resolution No. 040RESOLUTION NO. 40
SERIES OF 2019
A RESOLUTION AW ARD ING A CONTRACT FOR THE PURCHASE OF
ONE CHEVROLET COLORADO EXTENDED CAB AND ONE
CHEVROLET COLORADO CREW CAB UNDER THE TERMS OF THE
STATE OF COLORADO PRICE AGREEMENT WITH DELLENBACH
CHEVROLET dba DELLENBACH MOTORS
WHEREAS, Section 4-1-3-1 (C) of the Englewood Municipal Code 2000 allows for the
purchase of commodities, supplies and equipment under any general bid or purchase contract of
the United States Government, State of Colorado or other governmental jurisdiction at the prices,
terms and conditions contained therein, when, in the opinion of the City Manager, the prices
available to the City through such agreement are deemed to be the lowest and best price available
to the City;
WHEREAS, the City of Englewood Police Department requires the replacement of one
vehicle, scheduled for replacement in 2017, and has determined that the replacement of this
vehicle with one Chevrolet Colorado Extended Cab as well as the addition of one vehicle to the
fleet, a Chevrolet Colorado Crew Cab will best meet the needs of the code enforcement unit of
the police department;
WHEREAS, the City, as a municipality, has the opportunity for a limited time to take
advantage of the pricing offered under the State of Colorado Price Agreement 121815/ I 270 I 2,
which is currently allowing local jurisdictions to take advantage of the pricing structure
negotiated by the State through the cooperative bidding process;
WHEREAS, the funds for this purchase would come from the Public Works 2019 Capital
Equipment Replacement Fund (CERF), 62-1001-61402 , in the amount of $50,904.00;
WHEREAS, the cost of the Chevrolet Colorado Extended Cab under the State agreement is
$24,452.00 and the cost of the Chevrolet Colorado Crew Cab under the State agreement is
$26,452.00
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ENGLEWOOD, COLORADO, AS FOLLOWS:
Section I. The Englewood City Council hereby authorizes the purchase of one Chevrolet
Colorado Extended Cab and one Chevrolet Colorado Crew Cab from Dellenback Chevrolet dba
Dellenbach Motors, in lieu of the internal competitive bid process, by using the State of Colorado
Price Agreement 121815/127012 for a purchase in the total amount of $50,904.00, as set forth in
the Dellenbach Motors proposal, attached hereto as Exhibit A.
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ADOPTED AND APPROVED this 18 day of March, 2019.
ATTEST:
I, Stephanie Carlile, City Clerk for the City of Englewood , Colorado, hereby certify the above
is a true copy of Resolution No.40 , Series of 2019.
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STATE OF COLORADO PRICE AGREEMENT
SIGNATURE AND COVER PAGE
State Agency Contract Number
Department of Personnel and Administration, State Purchasing 121815
and Contracts Office
Contractor Contract Performance Beginning Date
Dellenbach Chevrolet. Inc. dba Dellenbach Motors The later of the Effective Date or November 28, 2018
Contract Description Initial Contract Expiration Date
2019 or Newer Model Year Vehicles September 30, 2019
THE PARTIES HERETO HA VE 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 P authorizin his or her si ature.
CONTRACTOR STATE OF COLORADO
Dellenbach Chevrolet, Inc. dba Dellenbach Motors John W. Hickenlooper, Governor
Department of Personnel and Administration, State
Purchasing and Contracts Office
June Ta lor Executive Director
y: Cindy Lomba '1i, Chief Procurement Officer, or
John Chapman, State Purchasing Manager
Date: U
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.
ST ATE CONTROLLER
~ I ll l a 1 .1. d : ! I
I
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Effective Date:
Con Inlet Number. 121815 Page I of22 Version 10418
TABLE OF CONTENTS
SIONA TURE AND COVER PAGE ......................................................................................... 1
1. PARTIES ................................................................................................................................... 2
2. TERM AND EFFECTIVE DA TE .............................................................................................. 2
3. AUTHORITY .............................................................................................................................. 4
4. PURPOSE ................................................................................................................................... 4
5. DEFINITIONS ............................................................................................................................. 4 .
6. ST A TEMENT OF WORK ......................................................................................................... 6
7. PAYMENTS TO CONTRACTOR ........................................................................................... 6
8. RESERVED ............................................................................................................................... 7
9. REPORTING -NOTIFICATION .............................................................................................. 7
10. CONTRACTOR RECORDS ....................................................................................................... B
11 . CONFIDENTIAL INFORMATION-STATE RECORDS ........................................................ 9
12. CONFLICTS OF INTEREST ..................................................................................................... 1 0
13. INSURANCE ........................................................................................................................... 10
14. BREACH .................................................................................................................................... 12
15. REMEDIES ................................................................................................................................... 12
16. DISPUTE RESOLUTION ....................................................................................................... 14
17. NOTICES AND REPRESENTATIVES ................................................................................. 15
18. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ........................................ 15
19. GOVERNMENT AL IM MUN'ITY .............................................................................................. 16
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM ..................................................... 16
21. GENERAL PROVISIONS ...................................................................................................... 16
22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1 ) ....................... 19
EXHIBIT A, GENERAL WORK RE QU IREMENTS .............................................................. 1
EXHIBIT B, STATEMENT OF WORK ..................................................................................... I
EXHIBIT C, VEHICLE AND PRICE LIST ............................................................................. 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 STA TE 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 tennination of this Contract.
B. Initial Tenn
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
Conlnld Number 121815 Page 2of22 Vcmon 10418
Page for this Contract (the "Initial TennH) unless sooner terminated or further extended in
accordance with the terms of this Contract.
C. Extension Tenns
i. The Parties may extend the Tenn of this Contract by written amendment executed by
the Parties and approved by the State Controller prior to the termination of the Contract
on September 30, 2019.
ii. Continuation of this Contract beyond the initial tenn is not a right of the Contractor.
The State may enter into an amendment to extend the Tenn when such extension is
clearly in the best interest of the State.
D. 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 120 calendar
days following that expiration or earlier tennination 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
tennination of this Contract until all such Orders are complete.
E. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of Colorado as
detennined 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 tennination and whether it affects all or a
portion of this Contract.
ii. Obligations and Rights
Upon receipt of a tennination notice for termination in the public interest, Contractor
shall be subject to the rights and obligations set forth in §4.DD.iv.a.
iii. Payments
If the State terminates this Contract in the public interest, the State shall pay Contractor
an amount equal to the percentage of the total reimbursement payable under this
Contract that corresponds to the percentage of Work satisfactorily completed and
accepted, as determined by the State, less payments previously made. Additionally, if
this Contract is less than 60% completed, as determined by the State, the State may
reimburse Contractor for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Contract, incurred by Contractor which are directly attributable
to the uncompleted portion of Contractor's obligations, provided that the sum of any
Contract Number 121815 Page 3 of22 VCB10n 10418
and all reimbursement shall not exceed the maximum amount payable to Contractor
hereunder.
3. AUTHORITY
Authority to enter into this Contract exists in §24-102-202, C.R.S . and I CCR IO 1-9 R-24-102-
202-01.
4. PURPOSE
The Parties are entering into this Contract for the Contractor to provide 2019 or newer vehicles to
Purchasing Entities. The Contractor was selected as a result of IFB-AR-19-001 and IFB-AR-19-
002.
5. DEFINITIONS
The following tenns 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-IOl(I), C.R.S.
8. "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. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
F. "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.
G. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S.
H. "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 te1Torist attacks.
I. "End of Term Extension" -Not applicable.
J. "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.
K. "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.
L. "Exhibits" means the following exhibits attached to this Contract:
Conlrllel Number . 12181 S Page 4 of22 Vmion 10418
i. Exhibit A, General Requirements.
ii. Exhibit B, Statement of Work.
Exhibit C, Vehicle and Price List
M. "Extension Term" -Not applicable.
N. "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.
0. "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.
P. "Initial Term" means the time period defined in §2.B
Q. "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.
R. "Party" means the State or Contractor, and "Parties" means both the State and Contractor.
S. "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•protit organizations and other authorized entities.
T. "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.
U. "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
information. PII includes, but is not limited to, all information defined as personally
identifiable information in §24• 72-SO I, C.R.S.
V. "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.
W. "State Confidential Information" means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to, PII, PCI, and
State personnel records not subject to disclosure under CORA
Conlnlct Number 121815 Page 5 of22 Version 10418
X. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a), C.R.S ..
Y. "'State Fiscal Year" means a 12 month period beginning on July I 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.
Z. "State Fleet Management (SFM)" means the Agency within the Department of Personnel
and Administration that oversees the acquisition and management of the Executive Branch
Agencies fleet vehicles.
AA. "State Records" means any and all State data, information, and records, regardless of
physical form, including, but not limited to, infonnation subject to disclosure under CORA.
BB. "Subcontractor" means third-parties, if any, engaged by Contractor to aid in perfonnance
of the Work. The term "Subcontractor" includes, without limitation, any dealers, distributors,
partners or resellers engaged by the Contractor to perform the Work.
CC. "Work" means the Goods delivered and Services performed pursuant to this Contract.
DD. "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
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. PAYMENTSTOCONTRACTOR
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 Purchas ing 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
Conlnll:t Number 12181 S Page6 of22 Version 1041 B
other compensation from the State for any Work performed under any Order issued by
a Purchasing Entity that is not the State.
B. Payment Procedures
i. Invoices
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. Erroneous Payments
Unless different procedures are specified in an Order, a Purchasing Entity may recover,
at the Purchasing Entity'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. The Purchasing Entity may
recover such payments by deduction from subsequent payments under its Order,
deduction from any payment due under any other Orders, contracts, grants or
agreements between the Purchasing Entity and Contractor, or by any other appropriate
method for collecting debts owed to the Purchasing Entity.
iv. Discount and Delinquency Period
Any applicable cash discount period or delinquency period for the amounts shown on
an invoice shall begin on the date of the Purchasing Entity's approval of that invoice,
or from the date of receipt of acceptable Goods or Services at the specified destination
by an authorized Purchasing Entity representative, whichever is later.
8. RESERVED
9. REPORTING -NOTIFICATION
A. Litigation Reporting
If Contractor is served with a pleading or other document in connection with an action before
a court or other administrative decision making body, and such pleading or document relates
Contra:1 Number 1218 IS Page 7 of22 VfflilOR 10418
to this Contract or may affect Contractor's ability to perform its obligations under this
Contract, Contractor shall, with in IO 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.
8. 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, w ithin 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 prov ide
notice to the State under this §9.8 shall constitute a breach of thi s Contract. This §9.8 shall
not apply if the Contract Funds include any federal funds .
1 O. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file o f 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").
8. 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 agree d upon times or locations, upon no fewer than 2 Bus in ess Days '
notice from the State, unless the State determ ines that a shorter period o f notice, or no not ice,
is necessary to protect the interests o f the State.
C. Monitoring
The State , in its discretion, may mon itor Contractor's performance of its obligations under
this Contract using procedures as determined by the State. The State shall monitor
ConlnlCl Nwnber· 121815 Page 8 of22 Version 10418
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
Contractor shall immediately forward any request or demand for State Records to the State's
principal representative.
B. Contractor 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
access and use of State Confidential lnfonnation 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
Contract Number · 12181 S Page 9of22 Version 10418
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 or 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 or 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 are delivered and accepted. All insurance policies required by this Contract
shall be issued by insurance companies as approved by the State.
A. Workers' Compensation
Workers ' compensation insurance as required by state statute , and employers ' liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows :
i. $1,000,000 each occurrence;
ii. $ t ,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv . $50,000 any I fire.
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C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
D. Garage Keepers Liability
The Garage Keepers Liability Insurance must have a minimum of $1,000,000 per occurrence.
E. 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.
F. 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.
G. 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.
H. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Contract shall include clauses stating that each carrier shall waive all rights of recovery
under subrogation or otherwise against Contractor or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
I. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity
Ac~ §24-10-101, el 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 Contrac~ 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.
J. 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 tha~ 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
Contract Number 12181 S Page 11 of22 Version 10418
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
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 §14.8, 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
Contnlc:l Number 121 8 I S
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
Page 12 of22 Vcrsion 10418
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 interes4 and the rights and obligations of the Parties
shall be as if this Contract had been terminated in the public interest under §2.E.
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
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
Contract Number 12181 S
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
Page 13 of22 Version 10411
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 detennines 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.
8. 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 §14.8 and the dispute resolution process
in §16 shall have all remedies available at law and equity . If a Purchasing Entity is in breach
of a provision of an Order, Contractor shall have all remedies available to it under that Order
and available at law and equity.
C. Purchasing Entity's Remedies
i. [f 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 tennination .
16. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the perfonnance of this
Contract which cannot be resolved by the designated Contract representatives or through a
dispute on an Order, as described in Exhibit A, §G, 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 IO 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 §24-101-
301 (30), C.R.S. for resolution in accordance with the provisions of §§24-106-109, 24-109-
101.1, 24-I09-101.5, 24-109-I 06, 24-I 09-107, 24-109-20 I through 24-1 09-206, and 24-109-
50 I 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
Conlnlcl Ntunber 12181 S Page 14 of22 Version 10418
as pennitted by such statutes. Except as otherwise stated in this Section, all requirements of
the Resolution Statutes shall apply including, without limitation, time limitations.
17. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal representative of the designating Party. All
notices required or pennitted 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
representative contact information by notice submitted in accordance with this §17 without a
fonnal amendment to this Contract. Unless otherwise provided in this Contract, notices shall be
effective upon delivery of the written notice.
For tbe State:
Amy Risley, MBA, CPPB
State Purchasing & Contracts Office
I 525 Shennan Street
3rd Floor
Denver, CO 80203
Amy.Risley@stnte.co.us
For Contnctor:
Kelley Willcox
Fleet Manager
Dellenbach Motors
3111 S. College Ave.
Ft. Collins, CO 80525
kwt1ee1@gmail.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. §IOI, 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
Contnx:t Number 121815 Page IS of22 Version 10418
the State. Upon tennination 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. GOVERNMENT AL 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 , el seq .•
C.R.S.
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the max imum amount payable to Contractor under this Contract is $100,000 or greater, either
on the Effective Date or at any time 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
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
Clllllnlel Number 12181 S Page 16 of22 Version 10418
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. Jurisdiction and Venue
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.
I. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only be
effective if agreed to in a formal amendment to this Contract, properly executed and approved
in accordance with applicable Colorado State law and State Fiscal Rules. Modifications
permitted under this Contract, other than contract amendments, shall conform to the policies
issued by the Colorado State Controller.
J. 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.
K. 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 B, Statement of Work.
v. Exhibit C, Prices and Rates
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
Contratt Nwnber 12181 S Page 17 of22 Version 10418
deemed solely by the State, or (iii) is contrary to any of the provisions incorporated into §22
or the main body of this Contract.
L. 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.
M. 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.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle
D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730 J 23K) and from
State and local government sales and use taxes under §§39-26-704( I), el seq., C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02S6S). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political
subdivision of the state imposes such taxes on Contractor. Contractor shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that
Contractor may wish to have in place in connection with this Contract Contractor shall honor
any tax exemption that any Purchasing Entity has, and shall not charge any Purchasing Entity
any excise, sales, or use taxes from which that Purchasing Entity is exempt.
0. Third Party Beneficiaries
Except for 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.
P. 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.
Q. 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 .
R. Standard and Manner of Performance
Contractor shall perfonn its obligations under this Contract in accordance with the highest
standards of care, skill and diligence in Contractor's industry, trade, or profession .
Conlnlcl Number 121815 Page 18 of22 Vcrs10n 10418
S. Licenses, Permits, and Other Authorizations.
Contractor shall secure, prior to the Effective Date, and maintain at all times during the tenn
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, pennits and other
authorizations required to perform their obligations in relation to this Contract.
T. 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 lnfonnation Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §11
may be cause for legal action by third parties against Contractor, the State, or their
respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified
Parties, against any and all claims, damages, liabilities, losses, costs, expenses
(including attorneys' fees and costs) incurred by the State in relation to any act or
omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation
of §11.
iii. Intellectual Property Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against
any and all costs, expenses, claims, damages, liabilities, and other amounts (including
attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim
that any Work infringes a patent, copyright, trademark, trade secret, or any other
intellectual property right.
22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1)
These Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S 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.
8. 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. GOVERNMENT AL IMMUNITY.
No tenn or condition of this Contract shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the
Contract Number 1218 IS Page 19of22 Version 10418
Colorado Governmental Immunity Act. §24-10-10 I, et seq., C.R.S., or the Federa l Tort
Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C . 1346(b).
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 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. Unemployment insurance benefits will be available to Contractor and its
employees and agents only if such coverage is made available by Contractor or a third party.
Contractor shall pay when due all applicable employment taxes and income taxes and local
head taxes incurred pursuant to this Contract. 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 shall (i) provide and keep in force workers' compensation and
unemployment compensation insurance in the amounts required by law, (ii) provide proof
thereof when requested by the State , and (iii) be solely responsible for its acts and those of
its employees and agents.
E. COMPLIANCE WITH LAW
Contractor shall strictly comply with all applicable federal and State laws, rule s, and
regulations in effect or hereafter established, including, without limitation, laws applicable
to discrimination and unfair employment practices .
F. CHOICE OF LAW
Colorado law, and rules and regulations issued pursuant thereto , shall be applied in the
interpretation, execution, and enforcement of this Contract. Any prov ision included or
incorporated herein by reference which conflicts with said laws, rules , and regulations shall
be null and void. Any provision incorporated herein by reference which purports to negate
this or any other Special Provision in whole or in part shall not be valid or enforceable or
available in any action at law, whether by way of complaint, defense, or otherwise . Any
provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Contract, to the extent capable of execution .
G. BINDING ARBITRATION PROHIBITED
The State of Colorado does not agree to binding arbitration by any extra-judicial body or
person . Any provision to the contrary in this Contract or incorporated herein by reference
shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00
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
Contract Number 1218 l 5 Page 20 or22 Version 10418
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. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements) Subject to §24-30-202.4(3.S}, C.R.S., the
State Controller may withhold payment under the State's vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages;
(ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, el
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.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.S-101, et seq., C.R.S.
/Not applicable to agreements relating to tl,e offer, iss11ance, or sale of sec11rities,
investment advisory services or fund management services, sponsored projects,
Intergovernmental agreeme11ts, or information tecllnology services or prod11cts 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
established under Pub. L. I 04-208 or the State verification program established pursuant to
§8-17.5-102( S)( c ), C.R.S., Contractor shall not knowingly employ or contract with an illegal
alien to perfonn 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 State program procedures to undertake pre-employment screening of job
applicants while this Contract is being performed, (ii) shall notify the Subcontractor and the
contracting State agency 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 .S-
I 02(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor
participates in the State 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 State program. If Contractor fails to comply
with any requirement of this provision or §§8-17.S-IOI, el seq., C.R.S., the contracting State
Contract Number 121815 Page21 of22 Vcrs10n 10418
agency, institution of higher education or political subdivision may terminate this Contrac t
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 18 years of age or older, hereby swears and affirms under
penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United
States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-10 I, et seq.,
C.R.S., and (iii) has produced one form of identification required by §24-76.5-J 03, C.R.S.
prior to the Effective Date of this Contract.
(The remainder of page intentionally /efl blank.)
Conlnlel Number 12181 S Page 22 of22 Version 10418
EXHIBIT A, GENERAL WORK REQUIREMENTS
1. CONTRACTOR PERSONNEL
A. Contractor personnel shall work cooperatively with State and Purchasing Entity staff to ensure
the completion of the Work.
COLORADO REVISED STATUTES, 24-109-10S
(2) A PERSON MAY BE DEBARRED FOR ANY OF THE FOLLOWING REASONS:
(D) WILLFUL MATERIAL FAILURE TO PERFORM IN ACCORDANCE WITH THE
TERMS OF ONE OR MORE CONTRACTS, FOLLOWING NOTICE OF SUCH
FAILURE, OR A HISTORY OF MATERIAL FAILURE TO PERFORM, OR OF
MATERIALLY UNSATISFACTORY PERFORMANCE OF, ONE OR MORE
CONTRACTS.
B. Key Personnel
Contractor shall designate people to hold the following specific personnel positions:
i. Primary Point of Contract -The Primary Point of Contract shall be responsible for
all of the following:
(a) Serving as the individual responsible addressing all questions and concerns
for the State and Purchasing Entities, unless an Order specifies another point
of contact for that Order.
(b) Ensuring the completion of all Work in accordance with the Contract's
requirements. This includes, but is not limited to, ensuring the accuracy,
timeliness and completeness of all Work.
(c) Overseeing all other personnel and ensuring proper staffing levels throughout
the term of the Contract.
ii. Quarterly Volume Reporting Lead -The Quarterly Volume Reporting Lead shall be
responsible for all of the following:
(a) Ensuring the completeness and accuracy of the Quarterly Volume Reports
described in this Exhibit A.
(b) Ensuring the final submission of the Quarterly Volume Reports described in
this Exhibit A by the appropriate due date for that report.
(c) Reports must be submitted via e-mail to Amy Risley at:
Amy.Risley@state.co.us
2. ORDERING AND ORDER FULFILLMENT
A. Ordering
i. 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.
Contract #:12181S Exhibit A Page I of7
ii. 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.
(a) Contractor shall communicate directly with each Purchasing Entity related
to that Purchasing Entity's Orders.
iii. 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.
iv. 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 .
(a) 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.
(b) If Contractor provides an internet-based portal or electronic catalog,
Contractor shall also provide paper catalogs or catalogs on other digital
media to each Purchasing Entity upon request by that Purchasing Entity.
(c) If Contractor's catalog will be either hosted on or accessed through the
State's eCommerce system, then Contractor shall comply with all policies,
procedures and directions from the State in relation to hosting its catalog on
or making its catalog accessible through that sy stem. Contractor shall
ensure that all information made available through the State's eCommerce
system is accurate and complies with this Contract.
3. DATES AND CONFIRMATIONS REQUIRED
A. For each vehicle ordered, vendors shall complete and return the "Contractor's Confirmation of
2019 Vehicle Production for SFM" form Exhibit 3 (from Bid Specifications) to SFM or
"Contractor's Confirmation of2019 Vehicle Production for Aurora" Exhibit S (from Bid
Specifications , or other entity Exhibit Sa (from Bid Spec ifications) to the Ordering En tity as soon
as it is available, but no later than five (5) working days after notification from the manufacturer.
This form shall include the following information :
i. Date Contractor received SFM or Ordering Entity Purchase Order (PO)
ii. Manufacturer's Factory Order# and date received
iii. Manufacturer's Factory Production Date
iv . Estimated date of delivery to SFM or Ordering Entity
FOR STATE OF COLORADO AW ARDS: AWARDED DEALER MUST SUBMIT STATUS
CODE REPORT <NOTIFICATIONS} VIA EMAIL TO SFM AND PUBLIC SAFETY WITH
UPDATES ON AND INCLUDING; BUILD PROGRESS, UPFIT PROGRESS; DELIVERY
AND ETA'S; DELAYS, ETC. REPORTS MUST BE EMAILED EVERY MONTH
Contract #:1218 IS Exhibit A Page 2 of7
STARTING AFfER CONFIRMATION OF PURCHASE ORDER EMAILS MUST BE SENT
Illi
Terry.Sisneros@state.co.us
B. OEM Confirmation
The Contractor shall notify SFM or the Ordering 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 infonn SFM immediately by phone and in writing via email, USPS, or fax, when
the contractor is aware or suspects that there is a problem with an order or a production date from
the factory. The dealer shall demonstrate to the State of Colorado all efforts made to secure
vehicles.
i. If Contractor is unable to provide a vehicle, the State reserves the right to cancel any
pending order(s) and/or the State Price Agreement and award a State Price Agreement to
the next lowest Bidder or to conduct another bid, or exercise other remedies such as the
Uniform Commercial Code (UCC) to acquire vehicles in a timely manner. Unless otherwise
approved by SFM or other Ordering Entities, all model year 2019 or newer vehicles ordered
shall be delivered and invoiced no later than September 30, 2020.
C. Delivery of Goods and Performance of Services
i. Contractor shall provide all Goods and perfonn all Services described in each Order.
ii. Contractor shall provide monthly updates of open orders to Purchasing Entity. More
frequent updates may be requested by Purchasing Entity.
iii. Unless specifically agreed to otherwise in an Order, Contractor shall deliver all Goods
under an Order in good, working and undamaged condition. All Goods shall be free on
board ("F.0.8.") destination to the location specified in the Order.
iv. 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 infonnation comparing the substitute Good
with the original Good in the Purchasing Entity's sole discretion.
D. Inspection and Acceptance
i. 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.
ii. Services provided to a Purchasing Entity under an Order shall not be deemed completed
until that Purchasing Entity has reviewed the Services, ensured that all Services were
completed in accordance with the Order and have been accepted by the Purchasing Entity.
E. Ordering Support
i. Contractor shall provide the State and each Purchasing Entity with the contact
infonnation for the individual or individuals within Contractor's organization who are
Contract#: 121815 Exhibit A Page 3 of7
assigned to handle questions and resolve problems that Purchasing Entity may have in
relation to the Work or an Order.
(a) Contractor shall make personnel available from 8:00 a.m. to 5:00 p.m.
Mountain Time, as adjusted for daylight savings time, at a minimum, each
Business Day as necessary to handle questions and resolve problems received
by Contractor.
(b) Contractor shall make all of these individuals available by phone (both
through a local number and a toll-free number), fax and email at all times that
the individual is available to handle questions and resolve problems received
by Contractor.
(c) Contractor shall provide all of these individuals with the ability to access the
account infonnation and other information relating to the State or Pun::hasing
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.
F. Training -Contractor shall provide all training to Pun::hasing Entities necessary for those
Pun::hasing Entities to place Orders and properly use the Goods and Services, as requested by
Ordering Entities.
i. 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.
ii. 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 Pun::hasing Entity.
G. Order Disputes, Termination and Resolution
i. If a dispute related to an Order arises between Contractor and a Pun::hasing Entity,
Contractor shall meet with the Pun::hasing Entity to attempt to resolve the issue . If
Contractor is unable to resolve the issue with the Pun::hasing 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 § 16 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 Pun::hasing
Entity under this Contractor of any Order.
ii. Vehicles that are ordered by SFM or Pun::hasing Entity prior to build-out and considered
within nonnal 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 hann and other issues when vehicles are "rolled over"
to the next model year. If the OEM or Contractor fails to comply with the terms of an order,
whether due to acts beyond their control or otherwise, SFM will count this as a delivery and
Contract#: 121815 Exhibit A Page 4 of7
performance issue that will jeopardize future awards to Contractor.
iii. Purchasing Entities may terminate an Order ifit determines that Contractor was in breach
of that Order. Termination of an Order shall not automatically terminate any other Order
or this Contract.
iv. 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 S Business Days following Contractor's receipt of that
notice of breach or termination.
H. Marketing
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.
i. 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.
ii. Contractor shall not distribute any marketing materials to any Purchasing Entity prior to
receiving the State's approval of those Marketing Materials.
iii. 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.
I. Additional Terms
Any additional terms and conditions on any invoice, statement, Contractor time sheet, website,
electronic license or use agreement or any other form, including, without limitation, terms
regarding indemnification, limitation of liability, cancellation fees, choice of law and binding
arbitration shall be void and unenforceable except to the extent that they are specifically
included in this 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
A. Volume Reporting
The State will use a centralized method of tracking volume. Contractor shall populate a
Quarterly Volume Report, using the format as specified by the State, for each State Fiscal Year
Quarter. Quarterly Volume Report shall be delivered to the State's representative as identified
in §17 of the Contract on a quarterly basis. Reports are due Quarterly, within 30 calendar days
following the end of the State Fiscal Year quarter that the report covers. 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. All
data and information contained in a Quarterly Volume Report shall be the property of the State
and shall not be considered proprietary.
Contract#: 12181S Exhibit A Page 5 of7
Reports shall contain, at a minimum, all of the following:
i. A summary volume report that includes, but is not limited to, all of the following for the
quarter that the report covers:
ii. The total spent by each type of Purchasing Ent ity under this Contract.
iii. Total vehicles sold listing vehicles purchased by body code for all Purchasing Entity 's.
iv. The total of the list cost of all items purchased by each type of Purchasing Entity under
this Contract.
v. 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 .
vi. The total paid through the use of a procurement card or credit card for each Purchasing
Entity under this Contract.
vii. The total sales of Environmentally Preferable Products, as defined in the State 's
Environmentally Preferable Purchasing Policy, for each Purchasing Entity under thi s
Contract.
viii. Any additional summary infonnation as requested by the State.
8. 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:
i. The name of the Purchasing Entity who the sale was made to.
ii. The date of the sale.
iii . A listing of each item purchased in the sale, including the name of the item, the quantity
of the item, the unit price for the item, the extended cost for the item calculated by
multiplying the unit price by the quantity, the list price per unit for the item, the extended
list cost for the item calculated by mult iplying the quantity by the list price, and the
savings on the item calculated by subtracting the extended cost from the extended list
cost.
iv . Any other detail information as requested by the State.
C. Additional Operational Reporting
i. 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 infonnation related to the State or any of the Purchasing Entities as requested
by the State.
a. DELIVERABLE : Ad-Hoc Operational Reports
b. DUE: Within IO Business Days following the State's request for that infonnation,
unless the State agrees to a longer period of time in writing .
5. PERIODIC BUSINESS REVIEWS
A. The State may schedule period ic business reviews to review Contractor's performance under
this Contract.
8. Contractor shall ensure personnel assigned to the Contract are available for these meetings with
the State as scheduled by the State .
Contract #:1218 IS Exhibit A Page 6 of7
C. Contractor's key personnel designated in §1.B of this Exhibit A 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
This Contract shall have a Closeout Period that begins 30 days prior to the expiration of this
Contract and continues until the State has detennined that all Work has been completed.
A. During the Closeout Period, Contractor shall complete all of the following, as directed by the
State:
i. 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.
ii. Notify any Subcontractors of the termination of the Contract, as directed by the State.
iii. 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.
B. The Closeout Period may extend past the termination of the Contract. The State will perform a
closeout review to ensure that Contractor has completed all requirements of the Closeout Period.
If Contractor has not completed all of the requirements of the Closeout Period by the date of the
termination of the Contract, then any incomplete requirements shall survive termination of the
Contract.
7. PRICING
A. Price Lists
i. The Contractor may not increase any prices in Exhibit C or awarded vehicle spec sheets.
The State may publish any pricing information under this Contract, including. without
limitation the pricing shown on Exhibit C, Vehicle and Price List, on the State's website
and any other website as the State determines is necessary or efficient to facilitate the use
of this Contract by Purchasing Entities.
ii. If Contractor lowers any of its prices in accordance with §7.8.i.(a) or discontinues any
item shown on the existing pricing information, Contractor shall provide updated pricing
information to the State for the State to publish.
B. Price Modifications
i. Price Decreases and Ceiling Prices
Contract#: 121815
(a) Contractor may decrease its prices shown in Exhibit C at any time by providing
written notice to the State.
(b) The prices listed in Exhibit C are Ceiling Prices, and Contractor may offer lower
prices to Purchasing Entities, and Purchasing Entities may negotiate lower prices
with Contractor, without the review or approval of the State. Contractor shall
not allow a Subcontractor to charge an amount greater than the Ceiling Price for
any Order.
Exhibit A Page 7of7
EXHIBIT B, STATEMENT OF WORK
1. GOODS AND/OR SERVICES
Contractor shall provide 2019 or newer model year vehicles.
2. SPECIFICATIONS
A. At a minimum all vehicles ordered shall include manufacturer standard new vehicle equipment
for2019 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.
8. 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 pennitted 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.
C. In the event that OEM is unable to deliver ordered vehicle(s) within the model year ordered,
SFM or the 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.
D. For each vehicle ordered, Contractor will provide an approved form by the Purchasing Entity
that will include the following information:
i. Date Contractor received SFM or Purchasing Entity Order
ii. Manufacturer's Factory Order# and date received
iii. Manufacturer's Factory Production Date
iv . Estimated date of delivery to SFM or Purchasing Entity
E. The projected delivery time is 90-120 days from order placement.
3. OTHER PROJECT REQUIREMENTS
A. Clean Fuel Fleet Program -Clean fuel vehicles provided shall include a full factory
warranty and be serviceable by any Factory Authorized Dealer .
B. Alternative Fuels -Alternative fuel vehicles provided shall include a full factory warranty
and be serviceable any Factory Authorized Dealer. Dealer installed conversions are NOT
acceptable unless they are part ofan OEM/Dealer certified program and On-Board
Diagnostics (OBD) 11/111 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 by Contractor.
Con1n1e1 Number 121815 -Exhibit B Page I of.S Version 10418
C. Hybrid and Electric Vehicles -Vehicles offered shall include a full factory warranty and be
serviceable by any Factory Authorized Dealer.
D. Tires -Tires provided on vehicles shall be All Season/Mud and Snow radials or open side lug
All Terrain tires when specified. Closed lug design tires are NOT acceptable for an All-
Terrain tire option.
E. All vehicles delivered to any Ordering Entity must be a full turn-key ready vehicle
unless prior written notification has been made.
F. Warranty-The States minimum standard warranty period for all 209 or new vehicles is 3
years or 36,000 miles and is to cover the ordered vehicle including all options and
accessories.
G. Conditions of Contract -If Contractor is unable to provide a vehicle, the State reserves the
right to cancel any pending order(s) and/or the State Price Agreement and award a State
Price Agreement to the next lowest Contractor or to conduct another bid, or exercise other
remedies.
H. Due to State budget conditions, SFM cannot accept any vehicles prior to March 1, 2019
unless authorized by SFM. Contractors shall make deliveries after this date. The
exceptions to this condition are: Public Safety, Undercover and Patrol vehicles and
vehicles that may have Federal Grant funding or Agency Funding. Additionally, other
Ordering Entities may elect to accept their vehicles earlier and/or later than SFM.
Contractors will work directly with additional Ordering Entities to ensure all dates are
met.
I. If a model year change occurs during the contract period, or if the awarded vendor will
allow, 2020 model year vehicles may be sold under the terms, conditions and prices of the
2019 or newer model year awards at the sole discretion of SFM. Model year substitutions
MUST be approved in writing by SFM or Ordering Entity.
J. Contractor shall notify SFM within five (5) business days in writing of any mid-year model
changes including discontinuations, mid-year introductions, etc., as related to specific body
code vehicle included on price agreement.
K. Compliance Standards -Vehicles delivered shall be in full compliance with all applicable
federal and state laws, rules and standards regarding construction and performance. This
includes, but is not limited to the Federal Motor Vehicle Safety Standards (FMVSS), EPA
emission level requirements, and state noise standards.
L. Delivery Requirements -Vehicles shall be delivered under the terms and conditions and the
resulting State Price Agreements completed as a result of the bid solicitation and shall be of
the same make, model, and equipment level as bid. Substitutions will not be allowed. The
SFM Vehicle Body Codes listed in Exhibit 2 of the bid specifications indicate the vehicle
types, size and sample representative models designated/used by SFM. The Gross Vehicle
Contract Number 121815 -Exhibit B Page 2 of5 Version 10418
Weight Rating (GVWR) for the vehicles bid shall meet or exceed the minimum GVWR when
specified in the standard specifications.
Vehicles are to be delivered complete with all manufacturer standard new vehicle equipment
and must be in compliance with the 2019 or newer Vehicle Specifications for each body code
and requested optional items as listed on the SFM or Ordering Entity purchase order. SFM
and any Ordering Entity reserve the right to return a vehicle after acceptance that is not
complete according to the 2019 or newer Vehicle Specifications for each body code and any
purchase order, if later found to be in violation. The 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 Ordering Entity.
M. Delivery Compliance for State Fleet Management and Ordering Entity -The following
requirements apply to vehicles at time of delivery to SFM or the Ordering Entity.
i. Contracton shall bring the following items in the SFM or Ordering Entity office at
the time of scheduled delivery (all documents shall be typed):
(a) The Contractor's invoice with a typed Vehicle Identification Number (VIN), the
State or Ordering Purchase Order Number, and the Dealer Stock Number.
(b) The manufacturer's window sticker with price and option info (Do not leave the
sticker on the vehicle door glass).
(c) The manufacturer's "Certificate of Origin" with a typed assignment as follows
(there shall be no corrections):
Undetermined at this time
l 00 I East 62nd Ave
Denver, CO 80216
(d) The Application for Title and the Bill of Sale (if used for odometer disclosure).
(e) Two sets of keys plus the key code (usually on a sticker or tag) needed for key
duplication.
(t) A weight slip and VIN slip and VIN Verification shall be provided whenever a
body has been modified *i.e. hi-cube vans, box trucks and buses and stake beds,
etc.).
ii. Contracton shall leave the following items in the vehicle at the time of
scheduled delivery:
(a) The owner's manual visible on the front seat.
(b) The Dealer Stock Number on the windshield.
(c) A sixty (60) day permit shall be attached in the rear window of the vehicle .
(d) Vehicles shall be washed, HAVE LICENSE PLATE BRACKETS AND
SCREWS INSTALLED ON THE VEHICLE, serviced and in standard
"make ready" condition a.e. prepared for immediate use including DO less
than one quarter (l/4) tank reading of fuel and full tanks of Diesel Emission
Contract Number 121 ll I 5 -Exhibit B Page 3 ofS Version 10418
Fluid when equipped with DEF tanks). Note: Vehicles must be delivered
with no less than ¼ tank of each fuel type, including, CNG, diesel, propane,
etc., and full DEF tanks, or vehicles will be refused.
(e) SFM or the Ordering Entity shall make a cursory visual check of the delivered
vehicle's condition and options to expedite the delivery process. Should any
problems be found after delivery, SFM or the Ordering 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 (I) 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 Ordering Entity.
N. Delivery Terms and Compliance for Institutions of Higher Education, Political
Subdivisions and Non-Profits -All institutions of Higher Education, Political
Subdivisions and Registered Non-Profits must specify on the Purchase Order or
commitment document all delivery terms and conditions that apply. Delivery instructions to
the customer are to be similar to State delivery instructions.
i. The State's terms are FOB destination with freight included to destinations in the
Metropolitan Denver area (7 county areas to include: Denver, Adams, Arapahoe,
Boulder, Douglas, Broomfield and Jefferson). Deliveries outside of the 7-county area
are FOB destination with freight added, which has been pre-negotiated in writing
between Ordering Entity and Contractor.
ii. Any Ordering Entity may arrange to pick up a vehicle from the awarded Contractor
at no additional charge.
iii. Contractor is expected to comply with delivery instructions issued by Institutions of
Higher Education, Political Subdivisions and Non-Profits. Any changes or
clarifications must be negotiated with and agreed to by the applicable Institution of
Higher Education, Political Subdivision or Non-Profit.
iv. The State Procurement Administrator managing the State Price Agreement should be
notified immediately of any issues related to the delivery of vehicles.
0. Quotation of Vehicles for Institutions of Higher Education, Political Subdivisions and
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 MSRP or quotes that cannot provide a pricing breakdown that includes the
awarded Standard Vehicle Base Price will not be considered valid.
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.
P. Legislative Changes -The State reserves the right to amend this contract in response to
Colorado legislative changes that affect this program.
Contract Number 12181 S -Exhibit B Page 4 ofS Version I 0418
Q. Invoicing and Payment -The Contractor shall send all invoices to State Fleet Management
or the Ordering Entity as instructed on the Purchase Order. Invoices shall include the
Purchase Order number. Invoices are not to be sent to the State Purchasing & Contracts
Office.
R. Term or the Price Agreement (Contract) -In the event that a Contractor can offer an
awarded vehicle after September 30, 2019 the State reserves the right to issue an extension
to the State Price Agreement. Extensions must be issued prior to August 31, 2019.
S. Sex Offender Registration Information Requirements -Contractor must comply with the
following laws in order to have employees on-site at a State of Colorado facility :
Colorado Revised Statutes, Title 16-22-103, et.seq.
Code of Federal Regulations, 34 CFR 668.46
Jeanne Clery Act 20 USC I 092 (t)
T. Name or Address Changes -Contractor must notify the State of any changes to the
Contractor's name or address within fifteen business days of change.
U. Invoicing -State Ordering Entities are Colorado PERA affiliated employers. In the event
billable personal Services are performed by the Contractor, and pursuant to Colorado S806-
23S and CRS §24-S 1-110 I (2), the Contractor must notify in writing (email is acceptable) the
State Ordering Entity's representative listed on the Order within fifteen (15) calendar days
from the date of receipt of any Order if the Services to be provided are being or will be
performed by a PERA retiree (as defined at CRS §24-S1-101).
(The remainder of page intentionally left blank.)
Conlnlc:t Number 12111 S -Exhibit 8 Page S ofS Vemon 10418
Body Code
C3
C3
C3
C3
OS
D5
05
D5
E2
E2
E2
Fl
Contract #: 121815
EXHIBIT C, VEHICLE AND PRICE LIST
DELLENBACH CHEVROLET, INC. OBA
DELLENBACH MOTORS
Body Code Description Make
Cargo Van Chevy G2500 LOW Chevy
Cargo Van 3/4 Ton Chevy G2500 CNG
Dedicated Chevy
Cargo Van Chevy 62500 FFV Option Chevy
Cargo Van Chevy G2500 Diesel Chevy
15 Pass Van Chevrolet Express G3500 Van
LOW Chevy
15 Pass Van Chevrolet Express G3SOO Van FFV
OPTION Chevy
15 Pass Van Chevrolet Express G3500 Van
DIESEL Chevy
15 Pass Van Chevrolet Express G3500CNG
Dedicated Chevy
1/2 Ton 4X2 Chevy Siverado 1500 PU LOW Chevy
1/2 Ton 4X2 Chevy Slverado 1500 PU FFV
Option Chevy
PU EXT Cab SB 1/2 Ton 4X2 Chevy Siverado
1500 Chevy
PU Small 4X4 Chevy Colorado Diesel Chevy
Exhibit C
Model
G2500
G2500
62500
62500
G3500
G3SOO
G3500
G3500
Silverado
1500
Sllverado
1500
Silverado
1500
Colorado
Base
Price
$20,976
$34,231
$21,971
$24,734
$26,977
$27,872
$30,739
$40,232
$19,969
$21,394
$21,864
$29,857
Page I of t