HomeMy WebLinkAbout113129 FORT COLLINS CONVENTION AND VISITORS BUREAU - CONTRACT - RFP - 7203 CONVENTION VISITORS SERVICES� 1
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STATE OF COLORADO
Office of Economic Development and International Trade —Colorado Tourism Office
Contract
with
City of Fort Collins
TABLE OF CONTENTS
1. PARTIES......................................................................................................................................................................
I
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY...................................:.........................................................1
3. RECITALS ............................... ............................... ................ ....... ..—............ ....---- .............. .................
......... I ............... 1
4. DEFINITIONS............................................................................................................................................I...................2
5. TERM and EARLY TERMINATION .......................... •................................................................................................3
6. STATEMENT OF WORK...............................................................................................................................................3
7. PAYMENTS TO CONTRACTOR......................................................................................................_.....
...............3
8. REPORTING - NOTIFICATION...............................................................................................................................4
9. CONTRACTOR RECORDS............................................................................................................................................4
10. CONFIDENTIAL INTFORMATION-STATE RECORDS..............................................................:..............................5
11. CONFLICTS OF INTEREST.....................................................................................................................................5
12. REPRESENTATIONS AND WARRANTIES...............................................................................................................6
13. INSURANCE............................................................................................................................................................
6
14. BREACH........................................................................................................................................................................7
15. REMEDIES....................................................................................................................................................................8
16. NOTICES and REPRESENTATIVES...........................................................................................................................9
17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE.......................................4............................10
18. GOVERNMENTAL IMMUNITY—.............................................................................................................................10
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM...........................................................................................10
20. GENERAL PROVISIONS...........................................................................................................................................1
1
21. COLORADO SPECIAL PROVISIONS.......................................................................................................................13
22. SIGNATURE PAGE ...........................................................................................................................................6........15
EXHIBITA— STATEMENT OF WORK... ... .................................. 6 ...... d ..................................................
— ............ 6 ......... I
1. PARTIES
This Contract (hereinafter called "Contract") is entered into by and between the City of Fort Collins (hereinafter.
called "Contractor"), and the STATE OF COLORADO acting by and through the Office of Economic
Development and International Trade - Colorado Tourism Office (hereinafter called the "Slate" or "OEDIT-
CTO"). Contractor and the State hereby agree to the following terms and conditions.
2. EFFECTIVE DATE AND NOTICE. OF NONLIABILITY
This Contract shall not be effective or enforceable until it is approved and signed by the Colorado State
Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse
Contractor for any performance hereunder including, but not limited to, costs or expenses incurred, or be bound
by any provision hereof prior to the Effective Date.
3. RECITALS
A. Authority, Appropriation, and Approval
Authority to enter.into this MOU exists as the Colorado Tourism Office has been created in the Office of the
Governor (24-49.7-103, C.R.S.) and the Board of Directors of the Colorado Tourism Office (the "Board") is
empowered to expend funds for the planning, advertising, promotion, assistance, and development of tourism
and travel industries in the state (24-49.7-104, C.R.S.) Funds have been budgeted, appropriated and otherwise
made available pursuant to 24-49.7-107, C.R.S., which exempts the Colorado Tourism Office from the
provisions of the State "Procurement Code" (24-101-101 through 24-101-112, C,R.S.); and a sufficient
unencumbered balance thereof remains available for payment. Required approvals, clearance and coordination
have been accomplished from and with appropriate agencies.
Rev I/11/11
A. Slate:
B. Contractor:
F- Al White, CTO Director
Colorado Tourism Office
1625 Broadway _
Suite 2700
Denver, CO 80202
al.white@state.co.us
Darin Atteberry, Fort Collins City
_ Manager
City of Fort Collins
P.O. Box 580
Fort Collins, CO 80522
datteberry@fcgov.com
17, RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE
Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models,
materials, or Work Product of any type, including drafts, prepared by Contractor in the performance of its
obligations under this Contract shall be the exclusive property of the State and, all Work Product shall be
delivered to the State by Contractor upon completion or termination hereof. The State's exclusive rights in such
Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare .
derivative works. Contractor shall not use, willingly allow, cause or permit such Work Product to be used for
any purpose other than the performance of Contractor's obligations hereunder without the prior written consent
of the State.
18. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its
departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions
of the Governmental Immunity Act §24-10-101, et seq. and the risk management statutes, CRS §24-30-1501, et
seq., as amended.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the Effective
Date or at anytime thereafter, this §19 applies.
Contractor agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103-
601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state contracts and
inclusion of contract performance information in a statewide contract management system.
Contractor's performance shall be subject to Evaluation and Review in accordance with the terms and
conditions of this Contract, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and
Guidance. Evaluation and Review of Contractor's performance shall be part of the normal contract
administration process and Contractor's performance will be systerrtatically'recorded in the statewide Contract
Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and
timeliness. Collection of information relevant to the performance of Contractor's obligations under this Contract
shall be determined by the specific requirements of such obligations and shall include factors tailored to match
the requirements of Contractor's obligations. Such performance information shall be entered into the statewide
Contract Management System at intervals established herein and a final Evaluation, Review and Rating shall be
rendered within 30 days of the end of the Contract term. Contractor shall be notified following each
performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and
maintain work progress.
Should the final performance Evaluation and Review determine that Contractor demonstrated a gross failure to
meet the performance measures established hereunder, the Executive Director of the Colorado Department of
Personnel and Administration (Executive Director), upon request by the OEDIT-CTO, and showing of good
Page 10
cause, may debar Contractor and prohibit Contractor from bidding on future contracts. Contractor may contest
the final Evaluation,'Review and Rating by: (a) filing rebuttal statements, which may result in either removal or
correction of the evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105-102(6), exercising the debarment
protest and appeal rights provided in CRS §§24-109-J06, 107, 201 or202, which may result in the reversal of
the debarment and reinstatement of Contractor, by the Executive Director, upon a showing of good cause.
20. GENERAL PROVISIONS
A. Assignment and Subcontracts
Contractor's rights and obligations hereunder are personal and may not be transferred, assigned or
subcontracted without the prior, written consent of the State. Any attempt at assignment, transfer,
subcontracting without such consent shall be void. All assignments, subcontracts, or Subcontractors
approved by Contractor or the State are subject to all of the provisions hereof. Contractor shall be solely
responsible for all aspects of subcontracting arrangements and performance.
B. Binding Effect .
Except as otherwise provided in §20(A), all provisions herein contained, including the benefits and
burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors,
and assigns.
C. Captions
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.
D. Counterparts
This Contract may be executed in multiple identical original counterparts, all of which shall constitute one
agreement.
E. Entire Understanding
This Contract represents the complete integration of all understandings between the Parties and all prior
representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions,
deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein.
F. Indemnification
To the extent permitted by law, including the Charier of the City of Fort Collins, contractor shall
indemnify, save, and hold harmless the State, its employees and agents, against any and all claims,
damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred
as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees
pursuant to the terms of this Contract; however, the provisions hereof shall not be construed or interpreted
as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of
the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28
U.S.C. 2671 et seq., as applicable, as now or hereafter amended.
G. Jurisdiction and Venue
Alt 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-
H. Modification
i. By the Parties
Except as specifically provided in this Contract, modifications of this Contract shall not be effective
unless agreed to in writing by the Parties in an amendment to this Contract, properly executed and
approved in accordance with applicable Colorado State law, State Fiscal Rules. Modifications
permitted under this Contract, other than contract amendments, shall be conform the Policies of the
Office of the State Controller, including, but not limited to, the policy entitled MODIFICATIONS OF
CONTRACTS - TOOLS AND FORMS.
ii. By Operation of Law
This Contract is subject to such modifications as may be required by changes in Federal or Colorado
State law, or their implementing regulations. Any such required modification automatically shall be
incorporated into and be part of this Contract on the effective date of such change, as if fully set forth
herein.
Page 1 I
I. Order of Precedence
The provisions of this Contract shall govern the relationship of the Parties. In the event of conflicts or
inconsistencies between this Contract and its exhibits and attachments, including, but not limited to, those
provided by Contractor, such conflicts or inconsistencies shall be resolved by reference to the documents in
the following order of priority:
i. Colorado Special Provisions,
ii. The provisions of the main body of this Contract,
iii. Exhibit A,
J. Severability
Provided this Contract can be executed and performance of the obligations of the Parties accomplished
within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes
inoperable for any reason shall not affect the validity of any other provision hereof, provided that the
Parties can continue to perform their obligations under this Contract in accordance with its intent.
K. Survival of Certain Contract Terms
Notwithstanding anything herein to the contrary, provisions of this Contract requiring continued
performance, compliance, or effect after termination hereof, shall survive such termination and shall be
enforceable by the State if Contractor fails to perform or comply as required.
L. Taxes
The State is exempt from al I federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from all
State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions
apply when materials are purchased or services are rendered to benefit the State; provided however, that
certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though
the product or service is provided to the State. Contractor shall be solely liable for paying such taxes as the
State is prohibited from paying or reimbursing Contractor for such taxes.
M. Third Party Beneficiaries
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 the Contract, and
do not create any rights for such third parties.
N. Waiver
Waiver of any breach under a term, provision, or requirement of this Contract, or any right or remedy
hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of
any subsequent breach of such term, provision or requirement, or of any other term, provision, or
requirement.
O. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and standards
under CRS §24-103.5-101,.if any, are subject to public release through the Colorado Open Records Act,
CRS §24-72-101, et seq.
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21. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all Contracts except where noted in italics.
A. 1. CONTROLLER'S APPROVAL. CRS §24-30-202 (1).
This Contract shall not be valid until it has been approved by the Colorado State Controller or designee.
B. 2. FUND AVAILABILITY. CRS §24-30.202(5.5).
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available.
C. 3. GOVERNMENTAL IMMUNITY.
No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of
any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental
Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et
seq., as applicable now or hereafter amended.
D. 4. 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 trade 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
(a) provide and keep in force workers' compensation and unemployment compensation insurance in the
amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely
responsible for its acts and those of its employees and agents.
E. 5. COMPLIANCE WITH LAW.
Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or
hereafter established, including, without limitation, laws applicable to discrinunation and unfair
employment practices.
F. 6. 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 provision 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. 7. 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 Contractor incorporated herein by reference shall be null and void.
H. 8. 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 fonds. 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 tinder this Contract, including, without
limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
Page 13
1. 9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201 and 24.50-
507.
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.
�. 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4.
[Not applicable to intergovernmental agreements] Subject to CRS §24-30-202.4 (3.5), the State Controller
may withhold payment under the State's vendor offset intercept system for debts owed to State agencies
for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest,
or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of
the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation
Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial
action.
K. 11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101.
[Not applicable to agreements relating to rite offer, issuance, or sale of securities, investment advisory
services orfund management services, sponsored projects, intergovernmental agreements, or
information technology services or products and services] Contractor certifies, warrants, and agrees that it
does not knowingly employ or contract with an illegal alien who will perform work under this Contract and
will confirm the employment eligibility of all employees who are newly hired for employment in the
United States to perform work under this Contract, through participation in the E-Verify Program or the
State program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or
contract with an illegal alien to perform work under this Contract or enter into a contract with a
Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under this Contract. Contractor (a) shall not use E-Verify
Program or State program procedures to undertake pre -employment screening of job applicants while this
Contract is being performed, (b) shall notify the Subcontractor and the contracting State agency within
three days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an
illegal alien for work under this Contract, (c) shall terminate the subcontract if a Subcontractor does not
stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall
comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-.
17.5-102(5), 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 CRS §8-17.5-101 et seq., the
contracting State agency, institution of higher education or political subdivision may terminate this
Contract for breach and, if so terminated, Contractor shall be liable for damages.
L. 12, PUBLIC CONTRACTS WITH NATURAL PERSONS. CBS §24-76.5-101.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty
of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one
form of identification required by CRS §24-76.5-103 prior to the effective date of this Contract.
SPs Effective 111/09
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Page 14
22. SIGNATURE PAGE
Contract Routing Numher
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and
acknowledge that the State is relying on their representations to that effect.
CONTRACTOR
STATE Or COLORADO
City of Fort Collins
By: Darin Attebeny
John W. I-Iickenlooper, Governor
Title: Man oer, Ci of Fort Collins
Office of Economic Development and International Trade
Colorado Tourism Office
xSigna
re
Z
By: Al White, Director
Date:
Signatory avers to the State Controller or delegate that
Contractor has not begun performance or that a Statutory
Violation waiver has be n re c ested under Fiscal Rules
Date:.
LEGAL REVIEW
John W. Suthers, Attorney General
By:
Signature - Assistant Attorney General
Date_
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the Stale Controller to approve all State Contracts. This Contract is not valid until signed and dated
below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor
begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods
and/or services provided hereunder.
STATE CONTROLLER
David J. McDermott, CPA
B.. %
Michelle Zale, Controller, Office o/f Economic elopment and International Trade
Date: '�" �0/..5`j a.
Page 15
EXHIIIIT A — STATEMENT OF WORK
1. GENERAL DESCRIPTION
The contractor shall operate as a State of Colorado Welcome Center,
as referred to as, "CWCFC" and offer customer service and Colorado
travel information to visitors.
2. DEFINITIONS
The State of Colorado Welcome Center is defined as the building
located at:
3745 East Prospect Road
Fort Collins, Colorado 80525
Visitors are defined as any person(s) stopping at CWCFC.
3. CONTRACTOR'S OBLIGATIONS
a) CWCFC will recruit, select and employ a Welcome Center Manager
(WC Manager) and any staff necessary to operate the Welcome
Center as CWCFC's employees. The Colorado Tourism Director shall
have the right to approve the employees CWCFC has selected as
manager and staff to perform work as outlined in "this Exhibit A". If
work is performed unsatisfactorily by any CWCFC employee during
the tern of "this Exhibit A", the State may require that CWCFC take
appropriate corrective action or require CWCFC to select different
employee(s) to perform the work. The State may have the right to
approve CWCFC's selection before a new Welcome Center
employee's work begins. The State shall have the right to closely
monitor CWCFC's performance and to require the submission of
monthly reports in the manner and form directed by the State;
b) CWCFC shall recruit, select, supervise and appropriately recognize
the efforts of volunteers necessary to operate the Welcome Center;
c) The WC Manager will hold at least six meetings for the volunteer
travel counselors per year, presenting CTO updates and offering
opportunities to the travel industry to make presentations to the travel
counselors. The WC Manager shall provide documentation of such
meetings to the CTO.
d) The WC Manager will maintain the Welcome Center property in
good condition, keeping the prentises accessible and clean;
e) The WC Manager will communicate with the CWC Program
Manager conceming any building closings or emergency situations;
t) The WC Manager will obtain written approval from the Director of
the CTO to use the Welcome Center facilities for any purpose other
than standard operations, i.e. non-CTO sponsored surveys and
activities;
Exhibit A-1
g) CWCFC will provide all utilities, liability insurance for the Premises
and Workers Compensation Insurance for the employees of the WC
and shall provide the State with a certificate of insurance;
h) The WC Manager shall submit to the Welcome Center Program
Manager the monthly visitation (domestic and foreign) reports,
recorded email opt -ins, origination reports, goals reports, updates on
activities with staff and volunteers and any special promotion
inventory by noon on the twenty-ninth day of each month, unless
other arrangements are specified in advance;
i) On a quarterly basis, the WC manager will offer hospitality and state
tourism attractions training for Welcome Center staff and volunteer
travel counselors by working with the communities of Colorado and
shall provide documentation of such training to the Program Manager
of the CTO;
j) The WC manager will provide official CWC training to all travel
counselors. At least once a year, the manager will provide training to
travel counselors by traveling to the pre -approved designated travel
region for a study tour. At least once a year, the manager will provide
instruction on customer service, Welcome Center operations and state
travel regions;
k) The WC manager will conduct training sessions at least once a year
and as necessary for travel counselors on the official state travel
resources, including the Official State Vacation Guide,
www.Colorado.com, and the Official State Map;
1) The WC manager will attend and participate in all Welcome Center
Manager's Meetings, Welcome Center promotional programs, attend
the "CTO Day at the Capitol," TIAC Reception, the "Discover
Colorado" Tourism Rally, and the annual Colorado Governor's
Tourism Conference unless prior notice is provided and agreed upon;
m) The CWCFC, WC manager, staff and volunteers will interact with
travelers in such a way as to provide information on events,
attractions, activities and accommodations throughout the state
without bias to any community, organization, association or business.
This is not intended to prohibit the CWCT from providing
information on local and regional events, attractions, activities and
accommodations;
n) The CvVCFC, WC manager, staff and volunteers will operate the
Welcome Center from 8:00 A.M. until 6:00 P.M. during the summer
season (beginning Memorial Day weekend in May through Labor
Day) and from 8:00 A.M. until 5:00 P.M. during the winter season
(the Tuesday after Labor Day through the Friday before Memorial
Day weekend in May); unless circumstances do not allow and prior
notice is provided and agreed upon.
Exhibit A-2
o) The CWCFC will display a large wall state map at the Welcome
Center provided by the State;
p) The CWCFC will prohibit advertising displays, signs, or posters,
solicitations or sales transactions of any kind on those portions of the
Premises used for Welcome Center operations; unless approved by
the Colorado Tourism Office, such as those for the "Transparency
Program";
q) The CWCFC will comply with the CWC Brochure Distribution
Guidelines by maintaining a minimum of 90 percent of the required
brochures listed in the policy as "Required Brochures for Display at a
Colorado Welcome Center." Obtain State approval of all brochures
and pamphlets prior to display or distribution. State approval will be
based on the brochure distribution guidelines contained in the
Managers Operation Manual for the Colorado Welcome Center
Program. This is not intended to prevent or prohibit the CWCFC
from displaying any brochures or pamphlets in an area reserved by
the CWCFC for information on local events, attractions, activities and
accommodations;
r) If applicable, the CWCFC will use existing state-owned furnishings
and equipment for Welcome Center operations and report annually to
the state on the condition and status of such furnishings and
equipment;
s) The CWCFC and the WC manager will comply with the policy and
procedures contained in the "Manager's Operations Manual"
t) The CWCFC will participate fully in an annual assessment of
Colorado Welcome Center services and operations and implement
assessment findings and suggestions. The CWCFC and the CWC
Program Manager will work together to develop an implementation
plan and timeline.
u) The CWCFC or the WC manager will contact the CTO for approval
before releasing any information to the media on subject matter
pertaining to the Welcome Centers or the CTO.
Measurables
1. Visitation minimum: of 90,000 Recorded Visitors
2. Minimum number of Volunteer Travel Counselors: 85
3. Minimum number of group Volunteer Training Sessions:
4. Minimum number of Opt in e-mails: 22,000
5. Minimum number of study tours conducted:1
6. Training for every new. travel councilor
4. PERSONNEL
Linda Ellis — CWCFC Manager
Exhibit A-3
4.1. Responsible Administrator
Contractor's performance hereunder shall be under the direct
supervision of Linda Ellis, an employee or agent of
Contractor, who is hereby designated as the responsible
administrator of this Contract.
4.2 Replacement
Contractor shall immediately notify the State if any Key
Personnel cease to serve. Provided there is a good -faith
reason for the change, if Contractor wishes to replace its Key
Personnel, it shall notify the State and seek its approval. Such
approval is at the State's sole discretion, as the State issued
this Contract in part reliance on Contractors representations
regarding Key Personnel. Such notice shall specify why the
change is necessary, who the proposed replacement is, what
their qualifications are, and when the change would take
effect. Anytime Key Personnel cease to serve, the State, in its
sole discretion, may direct Contractor to suspend Work until
such time as their replacements arc approved. All notices sent
under this subsection shall be sent in accordance with the
Notices and Representatives provisions of this Contract.
5. ACCEPTANCE CRITERIA
1. Monthly reports that contain assessment implementation plans and
progress updates related to annual assessment findings when
applicable
2. Monthly Domestic and Foreign Visitation Report
3. Monthly Opt in email Report
4. Monthly Origination Report
5, Monthly Goals Progress Report
6. Monthly written update on center activities with staff and or
community
7. Monthly special promotion inventory (when applicable)
5. PAYMENTS
Payments shall he made in accordance with the provisions set forth in
the Contract and this Exhibit A and are scheduled as follows:
The State, in consideration for the services to be provided by the
CWCFC during the term of this SOW, shall pay the CWCFC
upon receipt and approval of invoices from the CWCFC
summarizing personnel, volunteer training and enhancement,
travel, and major categories of operating and capital outlay
expenses incurred for the operation of the Welcome Center.
CWCFC should request payment at least quarterly and no more
frequently than monthly.
A letter requesting reimbursement payments for expenditures to
operate a CWC for a specific period of time should be sent to
the CWC Program Manager. This letter should be accompanied
with copies of all invoices, including backup documentation.
These can be mailed or sent electronically.
Exhibit A-4
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and
valuable consideration are sufficient and adequate to support this Contract.
C. Purpose
The State requires the operation of the State Welcome Center as described in the Statement of Work.The
contractor will continue to assist the State in operations and management of the Fort Collins Welcome
Center.
D. References
All references in this Contract to sections (whether spelled out or using the § symbol), subsections, exhibits
or other attachments, are references to sections, subsections, exhibits or other attachments contained herein
or incorporated as a part hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Budget
"Budget" means the budget for the Work described in Exhibit A..
B. Contract
"Contract" means this Contract, its terms and conditions, attached exhibits, documents incorporated by
reference under the terms of this Contract, and any future modifying agreements, exhibits, attachments or
references incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies,
C. Contract Funds
"Contract Funds" means funds available for payment by the State to Contractor pursuant to this Contract.
D. Evaluation
"Evaluation" means the process of examining Contractor's Work and rating it based on criteria established
in §6 and Exhibit A.
E. Exhibits and other Attachments
The following are attached hereto and incorporated by reference herein: Exhibit A (Statement of Work).
Goods
"Goods" means tangible material acquired, produced, or delivered by Contractor either separately or in
conjunction with the Services Contractor renders hereunder.
F. Party or Parties
"Party" means the State or Contractor and "Parties" means both the State and Contractor.
G. Review
"Review" means examining Contractor's Work to ensure that it is adequate, accurate, correct and in
accordance with the criteria established in §6 and Exhibit A.
H. Services
"Services" means the required services to be performed by Contractor pursuant to this Contract.
I. Subcontractor
"Subcontractor" means third -parties, if any, engaged by Contractor to aid in performance of its obligations.
J. Work
"Work" means the tasks and activities Contractor is required to perform to fulfill its obligations under this
Contract and Exhibit A„ including the performance of the Services and delivery of the Goods.
K. Work Product
"Work Product" means the tangible or intangible results of Contractor's Work, including, but not limited
to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished
documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts.
Pa.-e 2
6. ADMINISTRATIVE REQUIREMENTS
7.1. Accounting
7.1.1. At all times from the Effective Date of this Contract
until completion of the Work, Contractor shall
maintain properly segregated books of State Contract
- Funds, matching funds, and other funds associated
with the Work.
7.1.2. All receipts and expenditures associated with the
Work shall be documented in a detailed and specific
manner, and shall accord with the Budget set forth
herein.
7.1.3. Contractor shall make and maintain accounting and
financial books and records documenting its
performance under the Contract in a form consistent
with good accounting practices.
7. BUDGET
7.1. Contract Funds
Welcome Center Salary and
Benefits
$46,645
Welcome Center O erations
$17,146
Volunteer Enhancement
$12,000
Travel
$1,500
-- Total
$77,291
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Vendor/Supplier # I _�
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Exhibit A-5
5. TERM
A. Initial Term -Work Commencement
The Parties' respective performances under this Contract shall commence on the later of either the
Effective Date or July 1, 2012. This Contract shall terminate on June 30, 2013 unless sooner terminated or
further extended as specified elsewhere herein.
6. STATEMENT OF WORK
A. Completion
Contractor shall complete the Work and its other obligations as described herein and in Exhibit A on or
before June 30, 2013. The State shall not be liable to compensate Contractor for any Work performed prior
to the Effective Date or after the termination of this Contract`
B. Goods and Services
Contractor shall procure Goods and Services necessary to complete the Work. Such procurement shall be
accomplished using the Contract Funds and shall not increase the maximum amount payable hereunder by
the State.
C. Employees
All persons employed by Contractor or Subcontractors to perform Work under this Contract shall be
Contractor's or Subcontractors' employee(s) for all purposes hereunder and shall not be employees of the
State for any purpose as a result of this Contract.
7. PAYMENTS TO CONTRACTOR
The State shall, in accordance with the provisions of this §7, pay Contractor in the amounts and using the
methods set forth below:
A. Maximum Amount
The maxima in amount payable under (iris Contract to Contractor by the State is $77,291 as determined by
the State from available funds. Payments to Contractor are limited to the unpaid obligated balance of the
Contract set forth in Exhibit A.
i. Advance, Interim and Final Payments
Any advance payment allowed under this Contract or in Exhibit A shall comply with State Fiscal
Rules and be made in accordance with the provisions of this Contract or such Exhibit. Contractor shall
initiate any payment requests by submitting invoices to the State in the form and manner set forth in
approved by the State.
ii. Interest
The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced
represents performance by Contractor previously accepted by the State. Uncontested amounts not paid
by the State within 45 days shall bear interest on the unpaid balance beginning on the 46th day at a
rate not to exceed one percent per month until paid in full; provided, however, that interest shall not
accrue on unpaid amounts that are subject to a good faith dispute. Contractor shall invoice the State
separately for accrued interest on delinquent amounts. The billing shall reference the delinquent
payment, the number of day's interest to be paid and the interest rate.
iu. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the State's current fiscal
year. Therefore, Contractor's compensation beyond the State's current Fiscal Year is contingent upon
the continuing availability of State appropriations as provided in the Colorado Special Provisions. If
federal funds are used to fund this Contract, in whole or in part, the State's performance hereunder is
contingent upon the continuing availability of such funds. Payments pursuant to this Contract shall be
made only from available. funds encumbered for this Contract and the State's liability for such
payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds
are not appropriated, or otherwise become unavailable to fund this Contract, the State may terminate
this Contract immediately, in whole or in part, without further liability in accordance with the
provisions hereof.
iv. Erroneous Payments
Page 3
At the State's sole 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, may be recovered from Contractor by deduction from subsequent payments under this
Contract or other contracts, grants or agreements between the State and Contractor or by other
appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any
person or entity other than the State.
B. Use of Funds
Contract Funds shall be used only for eligible costs identified herein and/or in the Budget.
8. REPORTING - NOTIFICATION
Reports, Evaluations, and Reviews required under this §8 shall be in accordance with the procedures of and in
such form as prescribed by the State and in accordance with §19, if applicable.
A. Performance, Progress, Personnel, and Funds
Contractor shall submit a report to the State upon expiration or sooner termination of this Contract,
containing an Evaluation and Review of Contractor's performance and the final status of Contractor's
obligations hereunder. In addition, Contractor shall comply with all reporting requirements, if any, set forth
in Exhibit A.
B. Litigation Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or administrative
agency, related to this Contract or which may affect Contractor's ability to perform its obligations
hereunder, Contractor shall notify the State of such action and deliver copies of such pleadings to the
State's principal representative as identified herein. If the State's principal representative is not then
serving, such notice and copies shall be delivered to the Executive Director of OEDTf-CTO.
C. Noncompliance
Contractor's failure to provide reports and notify the State in a timely manner in accordance with this §8
may result in the delay of payment of funds and/or termination as provided under this Contract.
D. Subcontracts
Copies of any and all subcontracts entered into by Contractor to perform its obligations hereunder shall be
submitted to the State or its principal representative upon request by the State. Any and all subcontracts
entered into by Contractor related to its performance hereunder shall comply with all applicable federal and
state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado.
9. CONTRACTOR RECORDS
A. Maintenance
Contractor shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file
of all records, documents, communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work or the delivery of Services or Goods hereunder.
Contractor shall maintain such records until the last to occur of: (i) a period of three years after the date this
Contract expires or is sooner terminated, or (ii) final payment is made hereunder, or (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, until such audit has been completed and its findings have been resolved (collectively, the
-- ecord Retention Period").
B. Inspection
Contractor shall permit the State, the federal government and any other duly authorized agent of a
governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Contractors records
related to this Contract during the Record Retention Period for a period of three years following
termination of this Contract or final payment hereunder, whichever is later, to assure compliance with the
terms hereof or to evaluate performance hereunder. The State reserves the right to inspect the Work at all
reasonable times and places during rite term of this Contract, including any extensions or renewals. If the
Work fails to conform to the requirements of this Contract, the State may require Contractor promptly to
bring the Work into conformity with Contract requirements, at Contractor's sole expense. If the Work
cannot be brought into conformance by re -performance or other corrective measures, the State may require
Contractor to take necessary action to ensure that future performance conforms to Contract requirements
Page 4
and exercise the remedies available under this Contract, at law or in equity, in lieu of or in conjunction with
such corrective measures.
C. Monitoring
Contractor shall permit the State, the federal government, and governmental agencies having jurisdiction,
in their sole discretion, to monitor all activities conducted by Contractor pursuant to the terms of this
Contract using any reasonable procedure, including, but not limited to: internal evaluation procedures,
examination of program data, special analyses, on -site checking, formal audit examinations, or any other
procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly
interfere with Contractor's performance hereunder.
D. Final Audit Report
If an audit is performed on Contractor's records for any fiscal year covering a portion of the term of this
Contract, Contractor shall submit a copy of the final audit report to the State or its principal representative
at the address specified herein.
10. CONFIDENTIAL INFORMATION -STATE RECORDS
Contractor shall comply with the provisions of this §10 if it becomes privy to confidential infonnation in
connection with its performance hereunder. Confidential information includes, but is not necessarily limited to,
any state records, personnel records, and information concerning individuals. Such information shall not include
information required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72-101, et seq.
A. Confidentiality
Contractor shall keep all State records and information confidential at all times and comply with all laws
and regulations concerning confidentiality of infonnation. Any request or demand by a third party for State
records and information in the possession of Contractor shall be immediately forwarded to the State's
principal representative.
B. Notification
Contractor shall notify its agent, employees, Subcontractors and assigns who may come into contact with
State records and confidential information that each is subject to the confidentiality requirements set forth
herein, and shall provide each with a written explanation of such requirements before permitting them to
access such records and information.
C. Use, Security, and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by
Contractor or its agents in any way, except as authorized by this Contract or approved in writing by the
State. Contractor shall provide and maintain a secure environment that ensures confidentiality of all State
records and other confidential information wherever located. Confidential information shall not be retained
in any files or otherwise by Contractor or its agents, except as permitted in this Contract or approved in
writing by the State.
D. Disclosure -Liability
Disclosure of State records or other confidential information by Contractor for any reason 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 Stale, its employees and agents, against any and all claims,
damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred
as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees
pursuant to this §10.
11. CONFLICTS OF INTEREST
Contractor shall not engage in any business or personal activities or practices or maintain any relationships
which conflict in any way with the full performance of Contractor's obligations hereunder. Contractor
acknowledges that with respect to this Contract, even the appearance of a conflict of interest is harmful to the
State's interests. Absent the State's prior written approval, Contractor shall refrain from any practices, activities
or relationships that reasonably appear to be in conflict with the full performance of Contractor's obligations to
the State hereunder. If a conflict or appearance exists, or if Contractor is uncertain whether a conflict or the
appearance of a conflict of interest exists, Contractor shall submit to the State a disclosure statement setting
Page 5
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 apparent conflict constitutes a breach of this Contract.
12. REPRESENTATIONS AND WARRANTIES
Contractor makes the following specific representations and warranties, each of which was relied on by the State
in entering into this Contract.
A. Standard and Manner of Performance
Contractor shall perform its obligations hereunder in accordance with the highest standards of care, skill
and diligence in Contractor's industry, trade, or profession and in the sequence and manner set forth in this
Contract.
B. Legal Authority — Contractor Signatory
Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all
actions required by its procedures, and by-laws, and/or applicable laws to exercise that authority, and to
lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind
Contractor to its terms. If requested by the State, Contractor shall provide the State with proof of
Contractor's authority to enter into this Contract within 15 days of receiving such request.
C. Licenses, Permits, Etc.
Contractor represents and warrants that as of the Effective Date it has, and that at all times during the term
hereof it shall have and maintain, at its sole expense, all licenses, certifications, approvals, insurance,
permits, and other authorizations required by law to perform its obligations hereunder. Contractor warrants
that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other
authorizations required to property perform this Contract, without reimbursement by the State or other
adjustment in Contract Funds. Additionally, all employees, agents, and Subcontractors of Contractor
performing Services under this Contract shall hold all required licenses or certifications, if any, to perform
their responsibilities. Contractor, if a foreign corporation or other foreign entity transacting business in the
State of Colorado, further warrants that it currently has obtained and shall maintain any applicable
certificate of authority to transact business in the State of Colorado and has designated a registered agent in
Colorado to accept service of process. Any revocation, withdrawal or non -renewal of licenses,
certifications, approvals, insurance, permits or any such similar requirements necessary for Contractor to
properly perform the terms of this Contract is a material breach by Contractor and constitutes grounds for
termination of this Contract.
13. INSURANCE
Contractor and its Subcontractors shall obtain and maintain insurance as specified in this section at all tithes
during the term of this Contract. All policies evidencing the insurance coverage required hereunder shall be
issued by insurance companies satisfactory to Contractor and the State.
A. Contractor
i. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
CRS §24-10-101, et seq., as amended (the "GIA"), then Contractor shall maintain 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. Contractor shall show proof of such insurance
satisfactory to the State, if requested by the State. Contractor shall require each contract with a
Subcontractor that is a public entity, to include the insurance requirements necessary to meet such
Subcontractor's liabilities under the GIA.
ii. Non -Public Entities
If Contractor is not a "public entity" within the meaning of the GIA, Contractor shall obtain and
maintain during the term of this Contract insurance coverage and policies meeting the same
requirements set forth in §13(B) with respect to Subcontractors that are not "public entities".
B. Contractors - Subcontractors
Contractor shall require each contract with Subcontractors other than those that are public entities,
providing Goods or Services in connection with this Contract, to include insurance requirements
substantially similar to the following:
Page 6
i. Worker's Compensation
Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance
covering all of Contractor or Subcontractor employees acting within the course and scope of their
employment.
ii. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or
equivalent, covering premises operations, fire damage, independent contractors, products and
completed operations, blanket contractual liability, personal injury, and advertising liability with
minimum limits as follows: (a) $1,000,000 each occurrence; (b) $1,000,000 general aggregate; (e)
$1,000,000 products and completed operations aggregate; and (d) $50.000 any one fire.
If any aggregate limit is reduced below $1,000,000 because of claims made or paid, Subcontractor
shall immediately obtain additional insurance to restore the full aggregate limit and furnish to
Contractor a certificate or other document satisfactory to Contractor showing compliance with this
provision.
iii. 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.
iv. Additional Insured
The State shall be named as additional insured on all Commercial General Liability and Automobile
Liability Insurance policies (leases and construction contracts require additional insured coverage for
completed operations on endorsements CG 2010 11195, CG 2037, or equivalent) required of
Contractor and any Subcontractors hereunder.
v. Primacy of Coverage
Coverage required of Contractor and Subcontractor shall be primary over any insurance or self-
insurance program carried by Contractor or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non -renewal without
at least 30 days prior notice to Contractor and Contractor shall forward such notice to the State in
accordance with §16 (Notices and Representatives) within seven days of Contractor's receipt of such
notice.
vii, Subrogation Waiver
All insurance policies in any way related to this Contract and secured and maintained by Contractor or
its Subcontractors as required herein 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.
C. Certificates
Contractor and all Subcontractors shall provide certificates showing insurance coverage required hereunder
to the State within seven business days of the Effective Date of this Contract. No later than 15 days prior to
the expiration date of any such coverage, Contractor and each Subcontractor shall deliver to the State or
Contractor certificates of insurance evidencing renewals thereof. In addition, upon request by the State at
any other time during the term of this Contract or any subcontract, Contractor and each Subcontractor shall,
within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the
provisions of this §13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Contract, the failure of either Party to perform
any of its material obligations hereunder, in whole or in part or in a timely or satisfactory manner,
constitutes 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 20 days after the institution or occurrence
thereof, shall also constitute a breach.
B. Notice and Cure Period
Page 7
In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in
the manner provided in §16. If such breach is not cured within 30 days of receipt of written notice, or if a
cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued
with due diligence, the State may exercise any of the remedies set forth in §15. Notwithstanding anything
to the contrary herein, the State, in its sole discretion, need not provide advance notice or a cure period and
may immediately terminate this Contract in whole or in part if reasonably necessary to preserve public
safety or to prevent immediate public crisis.
15. REMEDIES
If Contractor is in breach under any provision of this Contract, the State shall have all of the remedies listed in
this §15 in addition to all other remedies set forth in other sections of this Contract following the notice and cure
period set forth in §14(B). The State may exercise any or all of the remedies available.to it, in its sole discretion,
concurrently or consecutively.
A. Termination for Cause and/or Breach
The State may terminate this entire Contract or any pan of this Contract. Exercise by the State of this right
shall not be a breach of its obligations hereunder. Contractor shall continue performance of this Contract to
the extent not terminated, if any.
Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur further obligations or
render further performance hereunder past the effective date of such notice, and shall terminate
outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver
to the State all Work, Services and Goods not cancelled by the termination notice and may incur
obligations as are necessary to do so within this Contract's terms. At the sole discretion of the State,
Contractor shall assign to the State all of Contractor's right, title, and interest under 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 State has an
interest. All materials owned by the State in the possession of Contractor shall be immediately
returned to the State. All Work Product, at the option of the State, shall be delivered by Contractor to
the State and shall become the State's property.
ii. Payments
The State shall reimburse Contractor only for accepted performance up to the date of termination. If,
after termination by the State, it is determined that Contractor was not in breach or that Contractor's
action or inaction was excusable, such ternnation shalt be treated as a termination in the public
interest and the rights and obligations of the Parties shall be the same as if this Contract had been
terminated in the public interest, as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State for
any damages sustained by the State by virtue of any breach under this Contract by Contractor and the
State may withhold any payment to Contractor for the purpose of mitigating the State's damages, until
such time as the exact amount of damages due to the State from Contractor is determined. The State
may withhold any amount that may be due Contractor as the State deems necessary to protect the State
against loss, including loss as a result of outstanding liens, claims of former lien holders, or for the
excess costs incurred in procuring similar goods or services. Contractor. shall be liable for excess costs
incurred by the State in procuring from third parties replacement Work, Services or substitute Goods
as cover.
B. Early Termination in the Public Interest
The State is entering into this Contract for the purpose of carrying out the public policy of the State of
Colorado, as determined by its Governor, General Assembly, and/or Courts. If this Contract ceases to
further the public policy of the State, the State, in its sole discretion, may terminate this Contract in whole
or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations
hereunder. This subsection shall not apply to a termination of this Contract by the State for cause or breach
by Contractor, which shall be governed by §15(A) or as otherwise specifically provided for herein.
i. Method and Content
Page 9
The State shall notify Contractor of such termination in accordance with §16. The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Contract.
ii. Obligations and Rights
Upon receipt of a termination notice, Contractor shall be subject to and comply with the same
obligations and rights set forth in §15(A)(i).
iii. Payments
If this Contract is terminated by the State pursuant to this §15(B), Contractor shall be paid an amount
which bears the same ratio to the total reimbursement under this Contract as Contractor's obligations
that were satisfactorily performed bear to the total obligations set forth in this Contract, less payments
previously made. Additionally, if this Contract is less than 60% completed, 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 hereunder; provided that the sum of any and all reimbursement shall not
exceed the maximum amount payable to Contractor hereunder.
C. Remedies Not InvolAing Termination
The State, in its sole discretion, may exercise one or more of the following remedies in addition to other
remedies available to it:
i. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of this Contract pending
necessary corrective action as specified by the State without entitling Contractor to an adjustment in
pricelcost or performance schedule. Contractor shall promptly cease performance and incurring costs
in accordance with the State's directive and the State shall not be liable for costs incurred by
Contractor after the suspension of performance under this provision.
H. Withhold Payment
Withhold payment to Contractor until corrections in Contractor's performance are satisfactorily made
and completed.
iii. Deny Payment
Deny payment for those obligations not performed, that due to Contractor's actions or inactions,
cannot be performed or, if performed, would be of no value to the State; provided, that any denial of
payment shall be reasonably related to the value to the State of the obligations not performed.
iv. Removal
Notwithstanding any other provision herein, the State may demand immediate removal of any of
Contractor's employees, agents, or Subcontractors whom the State deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Contract is
deemed to be contrary to the public interest or the State's best interest.
v. Intellectual Property
If Contractor infringes on a patent, copyright, trademark, trade secret or other intellectual property
right while performing its obligations under this Contract, Contractor shall, at the State's option (a)
obtain for the State or Contractor the right to use such products and services; (h) replace any Goods,
Services, or other product involved with non -infringing products or modify them so that they become
non -infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove any
infringing Goods, Services, or products and refund the price paid therefore to the State.
16. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party. All notices required to
be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such
Party's principal representative at the address set forth below. In addition to, but not in lieu of a hard -copy
notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from
time to time designate by written notice substitute addresses or persons to whom such notices sha►1 be sent.
Unless otherwise provided herein, all notices shall be effective upon receipt.
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