HomeMy WebLinkAboutbocc.con.001.248/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 15013100.575000
15017100.575000
40451150.575000
41652150.575000
41056150.575000
15021100.575000
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please enter the New Vendor information into Munis for workflow approval.
Contact Information:
Department
County Representative Matt Bergstresser County Representative
Phone 970-920-5393
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 700,003.00
$ -
$ -
$ 700,003.00
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
001.24
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
No
2024 Chevrolet Vehicle Purchases
EP Blazer, LLC dba John Elway Chevrolet
$ 173,915.00
$ 142,790.00
$ 170,631.00
$ 55,433.00
$ 700,003.00
Outside Agency
Goods, Equipment, Supplies
1/1/2024
12/31/2024
New Contract
$ 76,067.00
$ 81,167.00
Fleet
Purchase of vehicles for various departments as listed in the attached Contract.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
Rev. 2022.08.04 CDD OUTSIDE AGENCY/COOPERATIVE BID MEMORANDUM
TO: File
FROM: Matt Bergstresser, Fleet Manager
RE: 2024 Fleet Chevrolet Purchases DATE: March 14, 2024
OUTSIDE AGENCY and/or COOPERATIVE BID At the procurement officer’s discretion, a contract may be awarded for a property, service, or construction item on the terms and to the contractor that has been selected under the State of
Colorado's or other governmental jurisdiction’s competitive procurement process. The other jurisdiction’s process must maintain the spirit of the County’s procurement standards in order for the proposal to be accepted by the County (Pitkin County Procurement Code section 3-106.)
Contract #: 001.24 Budget: $700,003.00 Description of Project: 2024 Fleet Chevrolet Purchases
Outside Agency/Cooperative Procurement process used: (Include a copy of the outside agency bid with
the Contract file.): State of Colorado Contract # 181249 & Arapahoe County Award # 19-48 Vendor Name: EP Blazer, LLC dba John Elway Chevrolet
_________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date
COUNTY MANAGER:
________________________________________________ !#COUNTY MANAGER#! Date
Fleet Manager
Matt Bergstresser
Mar-14-2024
Rich Englehart
Deputy County Manager
Mar-14-2024
Revision: 2018-10-10 btf Contract # 001.24
Budget Line Item # Various
1
PITKIN COUNTY CONTRACT FOR THE PURCHASE OF GOODS
THIS CONTRACT, made March 12, 2024 by and between the Board of County
Commissioners of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611,
(hereinafter called the “County”) and EP Blazer, LLC dba John Elway Chevrolet, 5200 S
Broadway, Englewood, CO 80113 (hereinafter called the “Vendor”) to perform the following
work: 2024 Chevrolet Vehicle Purchases (“Project”).
I.Goods Purchased. Vendor shall provide County with following goods conforming to
the stated description and any Technical Specifications listed in the applicable Vendor
Invoices and/or Quote and Build Sheets attached to this contract at “Attachment A”:
Quantity Description County Department Total Vehicle Cost Budget Code
1 EV Silverado 4WT
Public
Works $79,575.00 15017100.575000
1 EV Blazer Public Works $60,415.00 15017100.575000
2 35000 HD SB Gas Airport $106,870.00 40451150.575000
1 EV Blazer Airport $60,415.00 40451150.575000
1 3500HD LB Gas Landfill $54,346.00 41652150.575000
1 EV Silverado 3WT Radio $74,575.00 41056150.575000
1 EV Silverado 4WT Facilities $79,575.00 15021100.575000
1 EV Blazer Sheriff $60,415.00 15013100.575000
2 Silverado PPV Sheriff $110,090.00 15013100.575000
Total Cost: $686,276.00
II.Delivery of Goods. Goods, together with all warranties, guarantees, manuals,
support information and notice of any extended warranties, shall be delivered by
Vendor to the County at the following place and time:
Revision: 2018-10-10 btf Contract # 001.24
Budget Line Item # Various
2
Place: Pitkin County Fleet Department – 76 Service Center Road, Aspen,
CO 81611
Date: By or before August 1, 2024.
Time: TBD per vehicle, as mutually agreed to by the County and Vendor.
III.Risk of Loss. At all times prior to delivery and County’s acceptance of the goods,
Vendor shall bear any and all risk of loss of or damage to the goods. During such period,
Vendor shall insure the goods for loss or damage in amounts and under appropriate
terms.
IV.Time is of the Essence. Vendor acknowledges that time is of the essence for the
delivery of goods.
V.Liquidated Damages. Vendor hereby agrees to be responsible to County for
liquidated damages for failure to deliver goods on time, (for delay and not as Penalty)
in the amount of Zero dollars and Zero cents ($0.00) per calendar day for each day or
part of a day that goods are not delivered on the date and time established in accordance
with this contract. The parties agree that the stated sum is a reasonable forecast of fair
compensation for the anticipated damages for delay and that they genuinely intend to
liquidate such damages. Any such damages are to be deducted from purchase price.
VI.Acceptance of Goods. Delivery of goods shall be complete only upon acceptance
by County. County shall have Ten (10) days for inspection of goods. At delivery and
after inspection and acceptance, Vendor shall tender a Bill of Sale to the goods, together
with any and all other documents evidencing such ownership and title to the goods.
The goods shall be delivered to County free and clear of any liens, claims or
encumbrances, and Vendor shall warrant the same, which warranty shall survive
closing of this contract.
VII.Rejection of Goods. If goods are not delivered according to the specifications and
descriptions of this contract, County may reject goods. Upon Failure of Vendor to
deliver goods, County may terminate this contract or declare Vendor to be in default
and pursue remedies contained in this contract.
VIII.Warranty and Repairs.
A.Delivery of Warranty. Upon delivery of the goods, Vendor shall simultaneously
tender to County all warranties, guarantees, manuals and other documents specified
by the contract documents or in possession of Vendor.
B.Terms of Warranty and Repair. The Vendor hereby warrants that for a period
determined by the applicable manufacturer warranty, after goods are accepted,
Vendor will, at Vendor’s own expense, without any cost to the County, replace all
defective parts and make any repairs to the goods that may be required or made
Revision: 2018-10-10 btf Contract # 001.24
Budget Line Item # Various
3
necessary by reason of defective material or workmanship. Where practicable,
warranty repairs are to be made in the field; however, in the event of major repairs,
the goods may be transported to Vendor’s facility at no cost to the County.
C.Extended Warranties. In addition to the above, the County may avail itself of the
Vendor’s standard and/or extended warranties. The Vendor shall offer to the
County any extended warranties, which may be available from the manufacturer at
the time of delivery, or any subsequent extended warranties, for which the County
may be eligible, which become available thereafter. The County is under no
obligation to accept and pay for these extended warranties however.
IX.Payment. Full payment shall occur upon acceptance of goods delivered in compliance
with this contract. In consideration of delivery and acceptance of the goods to County
in accordance with this contract, County shall pay Vendor, and Vendor agrees to accept
as its full and only compensation, the stated sum of Six Hundred Eighty-Six Thousand
Two Hundred Seventy-Six dollars and Zero cents ($686,276.00), but any payment by
the County may be offset by any amount the Vendor owes the County for any reason.
X.Termination Prior to Expiration of Contract Term. County has the right to
terminate this contract, with or without cause, by giving written notice to the Vendor
of such termination and specifying the effective date thereof.
XI.County’s Remedies Upon Default of Vendor. Whenever Vendor shall default in
performance of this contract in accordance with its terms, County shall be entitled to
suit for damages, specific performance or other relief in law or equity.
XII.Assignability. This contract is not assignable by either party. Any use of
subcontractors by the Vendor for performance of this contract must be accepted in
writing by the County.
XIII.Severability. In the event that any provision of this contract shall be held to be
invalid or unenforceable, the remaining provisions of this contract shall remain valid
and binding upon the parties hereto.
XIV.Integration and Modification. This contract represents the entire and integrated
contract between the County and Vendor and supersedes all prior negotiations,
representations, or contract, either written or oral. This contract may be amended only
by written contract signed by both the County and Vendor.
XV.Exemptions. All purchases of construction or building or any other materials for
this contract shall not include Federal Excise Taxes or Colorado State or local sales or
use taxes. Pitkin County is exempt from such taxes under registration numbers 98-
02624 and 84-78000-5K.
Revision: 2018-10-10 btf Contract # 001.24
Budget Line Item # Various
4
XVI.Contract Made in Colorado. The parties agree that this contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVII.Attorney’s Fees. In the event that legal action is necessary to enforce any of the
provisions of this contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney’s fees.
XVIII.Governmental Immunity. Vendor agrees and understands that the County is relying on
and does not waive, by any provision of this contract, the monetary limitations or terms
(presently $150,000 per person and $600,000 per occurrence) or any other rights,
immunities, and protections provided by the Colorado Governmental Immunity Act,
C.R.S. § 24-10-101, et seq., as from time to time amended, or otherwise available to
the County or any of its officers, agents or employees. Further, nothing in this contract
shall be construed or interpreted to require or provide for indemnification of the Vendor
by the County for any injury to any person or any property damage whatsoever which
is caused by the negligence or other misconduct of the County or its agent or
employees.
XIX.Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County as County. Pitkin County’s
obligations under this contract are subject to Pitkin County’s annual right to budget and
appropriate the sums necessary to provide the services set forth herein. No provisions
of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal
year beyond the then current fiscal year of Pitkin County. No provision of the contract
shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt
or other financial obligation of Pitkin County within the meaning of any constitutional
or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County’s then
current fiscal year. No provisions of this contract shall be construed to pledge or create
a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this
contract restrict the future issuance of Pitkin County’s bonds or any obligations payable
from any class or source of Pitkin County’s money.
XX.Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing addresses set forth below. Each party by notice sent
under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
Revision: 2018-10-10 btf Contract # 001.24
Budget Line Item # Various
5
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County: Matt Bergstresser
76 Service Center Road Aspen, CO 81611 Email: matt.bergstresser@pitkincounty.com
with copies to: Pitkin County Attorney’s Office
530 E. Main St., Suite #301 Aspen, Colorado 81611 Email: Attorney@pitkincounty.com
To Contractor:
EP Blazer, LLC dba John Elway Chevrolet 5200 S Broadway Englewood, CO 80113 Phone: (303) 789-6763
Email: sdudgeon@elwaydealers.net
Revision: 2018-10-10 btf Contract # 001.24
Budget Line Item # Various
6
IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above.
EP BLAZER, LLC dba John Elway Chevrolet
________________________________________________ !#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL:
_________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date
DIRECTOR APPROVAL:
________________________________________________ !#SECTION LEADER#! Date
COUNTY MANAGER APPROVAL:
________________________________________________ !#COUNTY MANAGER#! Date
Mar-14-2024
Fleet Manager
Matt Bergstresser
Mar-14-2024
Public Works Director
Brian Pettet
Sarah Dudgeon
Mar-14-2024
GOVERNMENT FLEET MANAGER
Mar-14-2024
Rich Englehart
Deputy County Manager
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/4WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 18789. Data Updated: Feb 23, 2023 6:37:00 PM PST.
Feb 24, 2023 Page 1
Quote Worksheet
MSRP
Base Price $77,905.00
Dest Charge $1,895.00
Total Options $545.00
Subtotal $80,345.00
Subtotal Pre-Tax Adjustments $0.00
Less Customer Discount ($1,990.00)
Subtotal Discount ($1,990.00)
Trade-In $0.00
Excluded from Sales Tax Subtotal Trade-In $0.00
Taxable Price $78,355.00
Sales Tax $0.00
Subtotal Taxes $0.00
Subtotal Post-Tax Adjustments $0.00
Total Sales Price $78,355.00
Comments:
CDOT AWARD 311001595 AND 311001594
ARAPAHOE COUNTY AWARD 19-48
STATE OF COLORADO AWARD 173371 AMENDED FROM ORIGINAL CONTRACT #171213
Dealer Signature / Date Customer Signature / Date
Attachment A
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/4WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 18789. Data Updated: Feb 23, 2023 6:37:00 PM PST.
Feb 24, 2023 Page 2
Selected Model and Options
MODEL
CODE MODEL MSRP
CT35843 2024 Chevrolet Silverado EV e4WD Crew Cab Work Truck w/4WT $77,905.00
COLORS
CODE DESCRIPTION
GAZ Summit White
EMISSIONS
CODE DESCRIPTION MSRP
FE9 Emissions, Federal requirements $0.00
ENGINE
CODE DESCRIPTION MSRP
EN0 Engine, none $0.00
CHARGING CORD
CODE DESCRIPTION MSRP
PSC Dual Level Charge Cord $0.00
TRANSMISSION
CODE DESCRIPTION MSRP
MF1 Transmission, none $0.00
PREFERRED EQUIPMENT GROUP
CODE DESCRIPTION MSRP
4WT Work Truck Preferred Equipment Group $0.00
PAINT
CODE DESCRIPTION MSRP
GAZ Summit White $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/4WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 18789. Data Updated: Feb 23, 2023 6:37:00 PM PST.
Feb 24, 2023 Page 3
SEAT TYPE
CODE DESCRIPTION MSRP
AR9 Seats, front bucket $0.00
SEAT TRIM
CODE DESCRIPTION MSRP
H9F Jet Black, Vinyl seat trim $0.00
ADDITIONAL EQUIPMENT - EXTERIOR
CODE DESCRIPTION MSRP
CGN Chevytec spray-on bedliner, Black $545.00
Options Total $545.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Blazer EV (1MD26) eAWD 4dr RS w/1RS ( Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21238. Data Updated: Dec 17, 2023 6:39:00 PM PST.
Dec 18, 2023 Page 1
Quote Worksheet
MSRP
Base Price $56,200.00
Dest Charge $1,395.00
Total Options $2,840.00
Subtotal $60,435.00
ADD ADDITINAL 4 KEYS/FOBS FOR TOTAL OF 6 PROGRAMMED $1,220.00
Subtotal Pre-Tax Adjustments $1,220.00
Less Customer Discount ($1,240.00)
Subtotal Discount ($1,240.00)
Trade-In $0.00
Excluded from Sales Tax Subtotal Trade-In $0.00
Taxable Price $60,415.00
Sales Tax $0.00
Subtotal Taxes $0.00
Subtotal Post-Tax Adjustments $0.00
Total Sales Price $60,415.00
Comments:
ARAPAHOE COUNTY AWARD 19-48
STATE OF COLORADO AWARD 185151 AND 181249
Dealer Signature / Date Customer Signature / Date
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Blazer EV (1MD26) eAWD 4dr RS w/1RS ( Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21238. Data Updated: Dec 17, 2023 6:39:00 PM PST.
Dec 18, 2023 Page 2
Selected Model and Options
MODEL
CODE MODEL MSRP
1MD26 2024 Chevrolet Blazer EV eAWD 4dr RS w/1RS $56,200.00
COLORS
CODE DESCRIPTION
GAZ Summit White
EMISSIONS
CODE DESCRIPTION MSRP
FE9 Emissions, Federal requirements $0.00
ENGINE
CODE DESCRIPTION MSRP
EN0 Engine, none $0.00
CHARGING CORD
CODE DESCRIPTION MSRP
PSC Dual Level Charge Cord, dual-mode, portable $0.00
TRANSMISSION
CODE DESCRIPTION MSRP
MF1 Transmission, none (electric drive unit)$0.00
PREFERRED EQUIPMENT GROUP
CODE DESCRIPTION MSRP
1RS RS Preferred Equipment Group $0.00
PAINT
CODE DESCRIPTION MSRP
GAZ Summit White $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Blazer EV (1MD26) eAWD 4dr RS w/1RS ( Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21238. Data Updated: Dec 17, 2023 6:39:00 PM PST.
Dec 18, 2023 Page 3
SEAT TYPE
CODE DESCRIPTION MSRP
AR9 Seats, front bucket $0.00
SEAT TRIM
CODE DESCRIPTION MSRP
EMG Black, Perforated suede/Evotex seat trim $0.00
RADIO
CODE DESCRIPTION MSRP
URW Audio System, 17.7" diagonal advanced color LCD display with Google built-in compatibility $0.00
ADDITIONAL EQUIPMENT - PACKAGE
CODE DESCRIPTION MSRP
WPN Convenience and Driver Confidence Package Inc.
ZL5 RS Convenience and Driver Confidence Package $2,620.00
ADDITIONAL EQUIPMENT - EXTERIOR
CODE DESCRIPTION MSRP
CMO Heated wiper park Inc.
CWA Rear Camera Washer Inc.
ADDITIONAL EQUIPMENT - INTERIOR
CODE DESCRIPTION MSRP
DRZ Rear Camera Mirror Inc.
KCB Seats, heated rear outboard passenger cushion Inc.
KSG Adaptive Cruise Control Inc.
ADDITIONAL EQUIPMENT - SAFETY-MECHANICAL
CODE DESCRIPTION MSRP
CTB Intersection Automatic Emergency Braking Inc.
UGN Enhanced Automatic Emergency Braking Inc.
UVZ Reverse Automatic Braking Inc.
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Blazer EV (1MD26) eAWD 4dr RS w/1RS ( Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21238. Data Updated: Dec 17, 2023 6:39:00 PM PST.
Dec 18, 2023 Page 4
ADDITIONAL EQUIPMENT - SAFETY-INTERIOR
CODE DESCRIPTION MSRP
UKK Rear Pedestrian Alert Inc.
UOW Side Bicyclist Alert Inc.
UV2 HD Surround Vision Inc.
UV6 Head-Up Display Inc.
ADDITIONAL EQUIPMENT - LPO
CODE DESCRIPTION MSRP
RIA LPO, All-weather floor liners, front and rear $220.00
Options Total $2,840.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
At the user's request, prices for this vehicle have been formulated on the basis of Initial Pricing for the vehicle, however GM cannot guarantee that Initial Pricing is available.
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21273. Data Updated: Dec 21, 2023 6:41:00 PM PST.
Dec 22, 2023 Page 1
Quote Worksheet
MSRP
Base Price $51,100.00
Dest Charge $1,895.00
Total Options $4,640.00
Subtotal $57,635.00
WEATHER TECH LASER CUT MATS FRONT AND REAR $325.00
2 ADDITIONAL KEYS, 4 FOBS FOR TOTAL OF 6 PROGRAMMED $970.00
Subtotal Pre-Tax Adjustments $1,295.00
Less Customer Discount ($4,584.00)
Subtotal Discount ($4,584.00)
Trade-In $0.00
Excluded from Sales Tax Subtotal Trade-In $0.00
Taxable Price $54,346.00
Sales Tax $0.00
Subtotal Taxes $0.00
Subtotal Post-Tax Adjustments $0.00
Total Sales Price $54,346.00
Comments:
ARAPAHOE COUNTY AWARD 19-48
STATE OF COLORADO AWARD 185151 AND 181249
Dealer Signature / Date Customer Signature / Date
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
At the user's request, prices for this vehicle have been formulated on the basis of Initial Pricing for the vehicle, however GM cannot guarantee that Initial Pricing is available.
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21273. Data Updated: Dec 21, 2023 6:41:00 PM PST.
Dec 22, 2023 Page 2
Selected Model and Options
MODEL
CODE MODEL MSRP
CK30943 2024 Chevrolet Silverado 3500HD 4WD Crew Cab 172" Work Truck $51,100.00
COLORS
CODE DESCRIPTION
GAZ Summit White
BODY CODE
CODE DESCRIPTION MSRP
E63 Durabed, pickup bed $0.00
REAR WHEEL CONFIGURATION
CODE DESCRIPTION MSRP
SRW Single Rear Wheels $0.00
EMISSIONS
CODE DESCRIPTION MSRP
FE9 Emissions, Federal requirements $0.00
ENGINE
CODE DESCRIPTION MSRP
L8T Engine, 6.6L V8 with Direct Injection and Variable Valve Timing, gasoline $0.00
TRANSMISSION
CODE DESCRIPTION MSRP
MKM Transmission, Allison 10-speed automatic $0.00
GVWR
CODE DESCRIPTION MSRP
G3I GVWR, 11,700 lbs. (5307 kg) with single rear wheels $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
At the user's request, prices for this vehicle have been formulated on the basis of Initial Pricing for the vehicle, however GM cannot guarantee that Initial Pricing is available.
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21273. Data Updated: Dec 21, 2023 6:41:00 PM PST.
Dec 22, 2023 Page 3
AXLE
CODE DESCRIPTION MSRP
GT4 Rear axle, 3.73 ratio $0.00
PREFERRED EQUIPMENT GROUP
CODE DESCRIPTION MSRP
1WT Work Truck Preferred Equipment Group $0.00
WHEELS
CODE DESCRIPTION MSRP
PYT Wheels, 18" (45.7 cm) painted steel $0.00
TIRES
CODE DESCRIPTION MSRP
QF6 Tires, LT275/70R18E all-terrain, blackwall $0.00
SPARE TIRE
CODE DESCRIPTION MSRP
ZYG Tire, spare LT275/70R18 all-terrain, blackwall $0.00
PAINT
CODE DESCRIPTION MSRP
GAZ Summit White $0.00
SEAT TYPE
CODE DESCRIPTION MSRP
AZ3 Seats, front 40/20/40 split-bench $0.00
SEAT TRIM
CODE DESCRIPTION MSRP
H0U Jet Black, Cloth seat trim $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
At the user's request, prices for this vehicle have been formulated on the basis of Initial Pricing for the vehicle, however GM cannot guarantee that Initial Pricing is available.
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21273. Data Updated: Dec 21, 2023 6:41:00 PM PST.
Dec 22, 2023 Page 4
RADIO
CODE DESCRIPTION MSRP
IOR Audio system, Chevrolet Infotainment 3 system, 7" diagonal HD color touchscreen, AM/FM stereo $0.00
ADDITIONAL EQUIPMENT - PACKAGE
CODE DESCRIPTION MSRP
PCV WT Convenience Package $800.00
VYU Snow Plow Prep/Camper Package $300.00
ADDITIONAL EQUIPMENT - MECHANICAL
CODE DESCRIPTION MSRP
JL1 Trailer brake controller, integrated $275.00
KW5 Alternator, 220 amps Inc.
NQH Transfer case, two-speed active $200.00
NZZ Skid Plates Inc.
ADDITIONAL EQUIPMENT - EXTERIOR
CODE DESCRIPTION MSRP
AKO Glass, deep-tinted Inc.
CGN Chevytec spray-on bedliner $545.00
DWI Mirrors, outside power-adjustable vertical trailering with heated and auto-dimming upper glass $720.00
QT5 Tailgate, gate function manual with EZ Lift Inc.
VK3 License plate kit, front $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
At the user's request, prices for this vehicle have been formulated on the basis of Initial Pricing for the vehicle, however GM cannot guarantee that Initial Pricing is available.
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21273. Data Updated: Dec 21, 2023 6:41:00 PM PST.
Dec 22, 2023 Page 5
ADDITIONAL EQUIPMENT - INTERIOR
CODE DESCRIPTION MSRP
5H1 Key equipment, two additional key fobs $45.00
9L7 Upfitter switch kit, (5)$150.00
A2X Seat adjuster, driver 10-way power including lumbar $290.00
C49 Defogger, rear-window electric Inc.
DD8 Mirror, inside rearview auto-dimming Inc.
K34 Cruise control, electronic Inc.
KC9 Power outlet, bed mounted, 120-volt Inc.
KI4 Power outlet, interior, 120-volt $225.00
ADDITIONAL EQUIPMENT - LPO
CODE DESCRIPTION MSRP
RVQ LPO, Black tubular assist steps, 6" rectangular $795.00
VQK LPO, Molded splash guards, Black $295.00
Options Total $4,640.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 1
Quote Worksheet
MSRP
Base Price $51,100.00
Dest Charge $1,895.00
Total Options $12,840.00
Subtotal $65,835.00
WEATHER TECH LASER CUT MATS FRONT AND REAR $325.00
2 ADDITIONAL KEYS AND 4 FOBS PROGRAMMED $970.00
Subtotal Pre-Tax Adjustments $1,295.00
Less Customer Discount ($5,333.00)
Subtotal Discount ($5,333.00)
Trade-In $0.00
Excluded from Sales Tax Subtotal Trade-In $0.00
Taxable Price $61,797.00
Sales Tax $0.00
Subtotal Taxes $0.00
Subtotal Post-Tax Adjustments $0.00
Total Sales Price $61,797.00
Comments:
CDOT AWARD 311001595 AND 311001594
ARAPAHOE COUNTY AWARD 19-48
STATE OF COLORADO AWARD 173371 AMENDED FROM ORIGINAL CONTRACT #171213
Dealer Signature / Date Customer Signature / Date
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 2
Selected Model and Options
MODEL
CODE MODEL MSRP
CK30943 2024 Chevrolet Silverado 3500HD 4WD Crew Cab 172" Work Truck $51,100.00
COLORS
CODE DESCRIPTION
GAZ Summit White
BODY CODE
CODE DESCRIPTION MSRP
E63 Durabed, pickup bed $0.00
REAR WHEEL CONFIGURATION
CODE DESCRIPTION MSRP
SRW Single Rear Wheels $0.00
EMISSIONS
CODE DESCRIPTION MSRP
FE9 Emissions, Federal requirements $0.00
ENGINE
CODE DESCRIPTION MSRP
L5P Engine, Duramax 6.6L Turbo-Diesel V8, B20-Diesel compatible $9,490.00
TRANSMISSION
CODE DESCRIPTION MSRP
MGM Transmission, Allison 10-speed automatic Inc.
GVWR
CODE DESCRIPTION MSRP
JGT GVWR, 12,250 lbs. (5557 kg) with single rear wheels $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 3
AXLE
CODE DESCRIPTION MSRP
GU6 Rear axle, 3.42 ratio Inc.
PREFERRED EQUIPMENT GROUP
CODE DESCRIPTION MSRP
1WT Work Truck Preferred Equipment Group $0.00
WHEELS
CODE DESCRIPTION MSRP
PYT Wheels, 18" (45.7 cm) painted steel $0.00
TIRES
CODE DESCRIPTION MSRP
QF6 Tires, LT275/70R18E all-terrain, blackwall $0.00
SPARE TIRE
CODE DESCRIPTION MSRP
ZYG Tire, spare LT275/70R18 all-terrain, blackwall $0.00
PAINT
CODE DESCRIPTION MSRP
GAZ Summit White $0.00
SEAT TYPE
CODE DESCRIPTION MSRP
AZ3 Seats, front 40/20/40 split-bench $0.00
SEAT TRIM
CODE DESCRIPTION MSRP
H0U Jet Black, Cloth seat trim $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 4
RADIO
CODE DESCRIPTION MSRP
IOR Audio system, Chevrolet Infotainment 3 system, 7" diagonal HD color touchscreen, AM/FM stereo $0.00
ADDITIONAL EQUIPMENT - PACKAGE
CODE DESCRIPTION MSRP
PCV WT Convenience Package $800.00
ADDITIONAL EQUIPMENT - MECHANICAL
CODE DESCRIPTION MSRP
___Battery, heavy-duty dual 730 cold-cranking amps/70 Amp-hr Inc.
___Capped Fuel Fill Inc.
JL1 Trailer brake controller, integrated $275.00
K05 Engine block heater Inc.
K40 Exhaust brake Inc.
KW5 Alternator, 220 amps Inc.
NQH Transfer case, two-speed active $200.00
NZZ Skid Plates $150.00
ADDITIONAL EQUIPMENT - EXTERIOR
CODE DESCRIPTION MSRP
AKO Glass, deep-tinted Inc.
BHP Winter Grille Cover Inc.
DWI Mirrors, outside power-adjustable vertical trailering with heated and auto-dimming upper glass $720.00
QT5 Tailgate, gate function manual with EZ Lift Inc.
V46 Bumper, front chrome $200.00
VJH Bumper, rear chrome $0.00
VK3 License plate kit, front $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30943) 4WD Crew Cab 172" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 5
ADDITIONAL EQUIPMENT - INTERIOR
CODE DESCRIPTION MSRP
5H1 Key equipment, two additional keys for single key system $45.00
9L7 Upfitter switch kit, (5)$150.00
A2X Seat adjuster, driver 10-way power including lumbar $290.00
C49 Defogger, rear-window electric Inc.
DD8 Mirror, inside rearview auto-dimming Inc.
K34 Cruise control, electronic Inc.
KC9 Power outlet, bed mounted, 120-volt Inc.
KI4 Power outlet, interior, 120-volt $225.00
ADDITIONAL EQUIPMENT - LPO
CODE DESCRIPTION MSRP
VQK LPO, Molded splash guards, Black $295.00
Options Total $12,840.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/3WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21265. Data Updated: Dec 20, 2023 6:42:00 PM PST.
Dec 21, 2023 Page 1
Quote Worksheet
MSRP
Base Price $72,905.00
Dest Charge $1,895.00
Total Options $545.00
Subtotal $75,345.00
Subtotal Pre-Tax Adjustments $0.00
Less Customer Discount ($1,990.00)
Subtotal Discount ($1,990.00)
Trade-In $0.00
Excluded from Sales Tax Subtotal Trade-In $0.00
Taxable Price $73,355.00
Sales Tax $0.00
Subtotal Taxes $0.00
Subtotal Post-Tax Adjustments $0.00
Total Sales Price $73,355.00
Comments:
ARAPAHOE COUNTY AWARD 19-48
STATE OF COLORADO AWARD 185151 AND 181249
Dealer Signature / Date Customer Signature / Date
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/3WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21265. Data Updated: Dec 20, 2023 6:42:00 PM PST.
Dec 21, 2023 Page 2
Selected Model and Options
MODEL
CODE MODEL MSRP
CT35843 2024 Chevrolet Silverado EV e4WD Crew Cab Work Truck w/3WT $72,905.00
COLORS
CODE DESCRIPTION
GAZ Summit White
EMISSIONS
CODE DESCRIPTION MSRP
FE9 Emissions, Federal requirements $0.00
ENGINE
CODE DESCRIPTION MSRP
EN0 Engine, none $0.00
CHARGING CORD
CODE DESCRIPTION MSRP
PSC Dual Level Charge Cord $0.00
TRANSMISSION
CODE DESCRIPTION MSRP
MF1 Transmission, none $0.00
PREFERRED EQUIPMENT GROUP
CODE DESCRIPTION MSRP
3WT Work Truck Preferred Equipment Group $0.00
PAINT
CODE DESCRIPTION MSRP
GAZ Summit White $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/3WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 21265. Data Updated: Dec 20, 2023 6:42:00 PM PST.
Dec 21, 2023 Page 3
SEAT TYPE
CODE DESCRIPTION MSRP
AR9 Seats, front bucket $0.00
SEAT TRIM
CODE DESCRIPTION MSRP
H9F Jet Black, Evotex seat trim $0.00
ADDITIONAL EQUIPMENT - EXTERIOR
CODE DESCRIPTION MSRP
CGN Chevytec spray-on bedliner, Black $545.00
Options Total $545.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/4WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 18789. Data Updated: Feb 23, 2023 6:37:00 PM PST.
Feb 24, 2023 Page 1
Quote Worksheet
MSRP
Base Price $77,905.00
Dest Charge $1,895.00
Total Options $545.00
Subtotal $80,345.00
Subtotal Pre-Tax Adjustments $0.00
Less Customer Discount ($1,990.00)
Subtotal Discount ($1,990.00)
Trade-In $0.00
Excluded from Sales Tax Subtotal Trade-In $0.00
Taxable Price $78,355.00
Sales Tax $0.00
Subtotal Taxes $0.00
Subtotal Post-Tax Adjustments $0.00
Total Sales Price $78,355.00
Comments:
CDOT AWARD 311001595 AND 311001594
ARAPAHOE COUNTY AWARD 19-48
STATE OF COLORADO AWARD 173371 AMENDED FROM ORIGINAL CONTRACT #171213
Dealer Signature / Date Customer Signature / Date
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/4WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 18789. Data Updated: Feb 23, 2023 6:37:00 PM PST.
Feb 24, 2023 Page 2
Selected Model and Options
MODEL
CODE MODEL MSRP
CT35843 2024 Chevrolet Silverado EV e4WD Crew Cab Work Truck w/4WT $77,905.00
COLORS
CODE DESCRIPTION
GAZ Summit White
EMISSIONS
CODE DESCRIPTION MSRP
FE9 Emissions, Federal requirements $0.00
ENGINE
CODE DESCRIPTION MSRP
EN0 Engine, none $0.00
CHARGING CORD
CODE DESCRIPTION MSRP
PSC Dual Level Charge Cord $0.00
TRANSMISSION
CODE DESCRIPTION MSRP
MF1 Transmission, none $0.00
PREFERRED EQUIPMENT GROUP
CODE DESCRIPTION MSRP
4WT Work Truck Preferred Equipment Group $0.00
PAINT
CODE DESCRIPTION MSRP
GAZ Summit White $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado EV (CT35843) e4WD Crew Cab Work Truck w/4WT (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 18789. Data Updated: Feb 23, 2023 6:37:00 PM PST.
Feb 24, 2023 Page 3
SEAT TYPE
CODE DESCRIPTION MSRP
AR9 Seats, front bucket $0.00
SEAT TRIM
CODE DESCRIPTION MSRP
H9F Jet Black, Vinyl seat trim $0.00
ADDITIONAL EQUIPMENT - EXTERIOR
CODE DESCRIPTION MSRP
CGN Chevytec spray-on bedliner, Black $545.00
Options Total $545.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30743) 4WD Crew Cab 159" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 1
Quote Worksheet
MSRP
Base Price $50,900.00
Dest Charge $1,895.00
Total Options $4,000.00
Subtotal $56,795.00
WEATHER TECH LASER CUT MATS FRONT AND SECOND ROW $325.00
2 ADDITIONAL KEYS AND 4 FOBS PROGRAMMED $970.00
Subtotal Pre-Tax Adjustments $1,295.00
Less Customer Discount ($4,655.00)
Subtotal Discount ($4,655.00)
Trade-In $0.00
Excluded from Sales Tax Subtotal Trade-In $0.00
Taxable Price $53,435.00
Sales Tax $0.00
Subtotal Taxes $0.00
Subtotal Post-Tax Adjustments $0.00
Total Sales Price $53,435.00
Comments:
CDOT AWARD 311001595 AND 311001594
ARAPAHOE COUNTY AWARD 19-48
STATE OF COLORADO AWARD 173371 AMENDED FROM ORIGINAL CONTRACT #171213
Dealer Signature / Date Customer Signature / Date
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30743) 4WD Crew Cab 159" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 2
Selected Model and Options
MODEL
CODE MODEL MSRP
CK30743 2024 Chevrolet Silverado 3500HD 4WD Crew Cab 159" Work Truck $50,900.00
COLORS
CODE DESCRIPTION
GAZ Summit White
EMISSIONS
CODE DESCRIPTION MSRP
FE9 Emissions, Federal requirements $0.00
ENGINE
CODE DESCRIPTION MSRP
L8T Engine, 6.6L V8 with Direct Injection and Variable Valve Timing, gasoline $0.00
TRANSMISSION
CODE DESCRIPTION MSRP
MKM Transmission, Allison 10-speed automatic $0.00
GVWR
CODE DESCRIPTION MSRP
JGN GVWR, 11,550 lbs. (5239 kg) with single rear wheels $0.00
AXLE
CODE DESCRIPTION MSRP
GT4 Rear axle, 3.73 ratio $0.00
PREFERRED EQUIPMENT GROUP
CODE DESCRIPTION MSRP
1WT Work Truck Preferred Equipment Group $0.00
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30743) 4WD Crew Cab 159" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 3
WHEELS
CODE DESCRIPTION MSRP
PYT Wheels, 18" (45.7 cm) painted steel $0.00
PAINT
CODE DESCRIPTION MSRP
GAZ Summit White $0.00
SEAT TYPE
CODE DESCRIPTION MSRP
AZ3 Seats, front 40/20/40 split-bench $0.00
SEAT TRIM
CODE DESCRIPTION MSRP
H0U Jet Black, Cloth seat trim $0.00
RADIO
CODE DESCRIPTION MSRP
IOR Audio system, Chevrolet Infotainment 3 system, 7" diagonal HD color touchscreen, AM/FM stereo $0.00
ADDITIONAL EQUIPMENT - PACKAGE
CODE DESCRIPTION MSRP
PCV WT Convenience Package $800.00
VYU Snow Plow Prep/Camper Package $300.00
ADDITIONAL EQUIPMENT - MECHANICAL
CODE DESCRIPTION MSRP
JL1 Trailer brake controller, integrated $275.00
KW5 Alternator, 220 amps Inc.
NQH Transfer case, two-speed active $200.00
NZZ Skid Plates Inc.
John Elway Chevrolet
SARAH DUDGEON | 303-789-6763 | sdudgeon@elwaydealers.net
Vehicle: [Fleet] 2024 Chevrolet Silverado 3500HD (CK30743) 4WD Crew Cab 159" Work Truck (
Complete )
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices,
specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s
input is subject to the accuracy of the input provided.
Data Version: 19596. Data Updated: Jun 4, 2023 6:40:00 PM PDT.
Jun 5, 2023 Page 4
ADDITIONAL EQUIPMENT - EXTERIOR
CODE DESCRIPTION MSRP
AKO Glass, deep-tinted Inc.
DWI Mirrors, outside power-adjustable vertical trailering with heated and auto-dimming upper glass $720.00
QT5 Tailgate, gate function manual with EZ Lift Inc.
V46 Bumper, front chrome $200.00
VJH Bumper, rear chrome $0.00
VK3 License plate kit, front $0.00
ADDITIONAL EQUIPMENT - INTERIOR
CODE DESCRIPTION MSRP
5H1 Key equipment, two additional keys for single key system $45.00
9L7 Upfitter switch kit, (5)$150.00
A2X Seat adjuster, driver 10-way power including lumbar $290.00
C49 Defogger, rear-window electric Inc.
DD8 Mirror, inside rearview auto-dimming Inc.
K34 Cruise control, electronic Inc.
KC9 Power outlet, bed mounted, 120-volt Inc.
KI4 Power outlet, interior, 120-volt $225.00
ADDITIONAL EQUIPMENT - LPO
CODE DESCRIPTION MSRP
RVQ LPO, Black tubular assist steps, 6" rectangular $795.00
Options Total $4,000.00
CMS # 181249
Contract Number: 181249 Page 1 of 24 Version 062020
STATE OF COLORADO PRICE AGREEMENT
SIGNATURE AND COVER PAGE
State Agency
Department of Personnel and Administration, State Purchasing
and Contracts Office
Contract Number
181249
Contractor
EP Blazer, LLC dba John Elway Chevrolet
Contract Performance Beginning Date
Later of February 2, 2023 or the Effective Date
Contract Description
2023 or Newer Vehicles
Initial Contract Expiration Date
September 30, 2023
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to
bind the Party authorizing his or her signature.
CONTRACTOR
EP Blazer, LLC dba John Elway Chevrolet
______________________________________________
By: Sarah Dudgeon, Government Fleet Manager
Date: _________________________
STATE OF COLORADO
Jared Polis, Governor
Department of Personnel and Administration,
State Purchasing and Contracts Office
Tony Gherardini, Executive Director
______________________________________________
By: John Chapman, State Purchasing Manager
Date: _________________________
In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:___________________________________________
Effective Date:_____________________
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2/8/2023
2/9/2023
Amanda Cortney Carroll
2/9/2023
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TABLE OF CONTENTS
SIGNATURE AND COVER PAGE ......................................................................................... 1
1. PARTIES ................................................................................................................................... 2
2. TERM AND EFFECTIVE DATE ............................................................................................. 2
3. AUTHORITY ............................................................................................................................ 4
4. PURPOSE .................................................................................................................................. 4
5. DEFINITIONS .......................................................................................................................... 4
6. STATEMENT OF WORK ........................................................................................................ 7
7. PAYMENTS TO CONTRACTOR ........................................................................................... 7
8. RESERVED ............................................................................................................................... 8
9. REPORTING - NOTIFICATION ............................................................................................. 8
10. CONTRACTOR RECORDS ..................................................................................................... 8
11. CONFIDENTIAL INFORMATION-STATE RECORDS ........................................................ 9
12. CONFLICTS OF INTEREST .................................................................................................. 10
13. INSURANCE .......................................................................................................................... 11
14. BREACH ................................................................................................................................. 13
15. REMEDIES ............................................................................................................................. 14
16. DISPUTE RESOLUTION ....................................................................................................... 16
17. NOTICES AND REPRESENTATIVES ................................................................................. 17
18. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ........................................ 17
19. GOVERNMENTAL IMMUNITY .......................................................................................... 17
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM ..................................................... 18
21. GENERAL PROVISIONS ...................................................................................................... 18
22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ....................... 22
EXHIBIT A, GENERAL WORK REQUIREMENTS .............................................................. 1
EXHIBIT B, STATEMENT OF WORK ................................................................................... 1
EXHIBIT C, VEHICLE AND PRICE LIST ............................................................................. 1
EXHIBIT D, HIPAA BUSINESS ASSOCIATE AGREEMENT ............................................. 1
1. PARTIES
This Contract is entered into by and between Contractor named on the Signature and Cover Page
for this Contract (the “Contractor”), and the STATE OF COLORADO acting by and through the
State agency named on the Signature and Cover Page for this Contract (the “State”). Contractor
and the State agree to the terms and conditions in this Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall not
be bound by any provision of this Contract before the Effective Date, and shall have no
obligation to pay Contractor for any Work performed or expense incurred before the Effective
Date or after the expiration or sooner termination of this Contract.
B. Initial Term
The Parties’ respective performances under this Contract shall commence on the Contract
Performance Beginning Date shown on the Signature and Cover Page for this Contract and
shall terminate on the Initial Contract Expiration Date shown on the Signature and Cover
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Page for this Contract (the “Initial Term”) unless sooner terminated or further extended in
accordance with the terms of this Contract.
C. Extension Terms - State’s Option
i. The Parties may extend the Term 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, 2023.
ii. Continuation of this Contract beyond the initial term is not a right of the Contractor.
The State may enter into an amendment to extend the Term when such extension is
clearly in the best interest of the State.
D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written notice to Contractor as provided in §17, may
unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months
(an “End of Term Extension”), regardless of whether additional Extension Terms are
available or not. The provisions of this Contract in effect when such notice is given shall
remain in effect during the End of Term Extension. The End of Term Extension shall
automatically terminate upon execution of a replacement contract or modification extending
the total term of this Contract.
E. Order Term
Orders may only be placed prior to the expiration or earlier termination of this Contract, but
may have a delivery date or performance period that extends no longer than 300 calendar
days following that expiration or earlier termination date. Regardless of whether this
Contract has expired or has been terminated, the Contractor shall comply with all Orders that
extend past the expiration or termination, as described in this section, and all requirements of
this Contract necessary to complete all outstanding Orders shall survive the expiration or
termination of this Contract until all such Orders are complete.
F. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of Colorado as
determined by its Governor, General Assembly, or Courts. If this Contract ceases to further
the public interest of the State, the State, in its discretion, may terminate this Contract in
whole or in part. This subsection shall not apply to a termination of this Contract by the State
for breach by Contractor, which shall be governed by §15.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §17. The
notice shall specify the effective date of the termination and whether it affects all or a
portion of this Contract.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Contractor
shall be subject to the rights and obligations set forth in §15.A.i.a.
iii. Payments
If the State terminates this Contract in the public interest, the Purchasing Entities shall
pay Contractor according to their orders with the Contractor. The sum of any and all
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payments shall not exceed the maximum amount payable to Contractor under each
order.
3. AUTHORITY
Authority to enter into this Contract exists in §24-102-202, C.R.S. and 1 CCR 101-9 R-24-102-
202-01.
4. PURPOSE
The Parties are entering into this Contract for the Contractor to provide 2023 or Newer Vehicles
to Purchasing Entities. The Contractor was selected as a result of ITN-SPCO-AR-23-01.
5. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. “Business Day” means any day in which the State is open and conducting business, but shall
not include Saturday, Sunday or any day on which the State observes one of the holidays
listed in §24-11-101(1), C.R.S.
B. “Business Interruption” means any event that disrupts Contractor’s ability to complete the
Work for a period of time, and may include, but is not limited to a Disaster, power outage,
strike, loss of necessary personnel or computer virus.
C. “Ceiling Price” means the maximum price Contractor or a Subcontractor may charge for a
Good or Service under this Contract.
D. “Chief Procurement Officer” means the individual to whom the Executive Director has
delegated his or her authority pursuant to §24-102-202, C.R.S. to procure or supervise the
procurement of all supplies and services needed by the state.
E. “CJI” means criminal justice information collected by criminal justice agencies needed for
the performance of their authorized functions, including, without limitation, all information
defined as criminal justice information by the U.S. Department of Justice, Federal Bureau of
Investigation, Criminal Justice Information Services Security Policy, as amended and all
Criminal Justice Records as defined under §24-72-302, C.R.S.
F. “Contract” means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
G. “Contract Funds” means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by a Purchasing Entity for Orders placed under this
Contract.
H. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et. seq., C.R.S.
I. “Disaster” means an event that makes it impossible for Contractor to perform the Work out
of its regular facility or facilities, and may include, but is not limited to, natural disasters, fire
or terrorist attacks.
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J. “End of Term Extension” means the time period defined in §2.D.
K. “Environmentally Preferable Products” means products that have a lesser or reduced
adverse effect on human health and the environment when compared with competing
products that serve the same purpose, as defined in §24-103-904, C.R.S.
L. “Effective Date” means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature and Cover Page for this
Contract.
M. “Exhibits” means the following exhibits attached to this Contract:
i. Exhibit A, General Requirements.
ii. Exhibit B, Statement of Work.
iii. Exhibit C, Vehicle and Price List
iv. Exhibit D, HIPAA Business Associate Agreement
N. “Extension Term” means the time period defined in §2.C
O. “Goods” means any movable material acquired, produced, or delivered by Contractor as set
forth in this Contract and shall include any movable material acquired, produced, or delivered
by Contractor in connection with the Services.
P. “Incident” means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or information resources of the State, which are included as part of the
Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation
(i) successful attempts to gain unauthorized access to a State system or State Information
regardless of where such information is located; (ii) unwanted disruption or denial of service;
(iii) the unauthorized use of a State system for the processing or storage of data; or (iv)
changes to State system hardware, firmware, or software characteristics without the State’s
knowledge, instruction, or consent.
Q. “Initial Term” means the time period defined in §2.B
R. “Order” means any delivery order, purchase order, contract, agreement or other binding
document used by a Purchasing Entity to order the Goods and Services described in this
Contract from the Contractor, and shall include any modification to such a document.
S. “Party” means the State or Contractor, and “Parties” means both the State and Contractor.
T. “Purchasing Entity” means any entity or organization that has been authorized by the State
to place Orders with the Contractor, and may include, without limitation, agencies of the
State, institution of higher education within the State, political subdivisions of the State,
authorized non-profit organizations and other authorized entities.
U. “PCI” means payment card information including any data related to credit card holders’
names, credit card numbers, or the other credit card information as may be protected by state
or federal law.
V. “PII” means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
trace an individual‘s identity, such as name, social security number, date and place of birth,
mother‘s maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
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information. PII includes, but is not limited to, all information defined as personally
identifiable information in §24-72-501, C.R.S.
W. “PHI” means any protected health information, including, without limitation any information
whether oral or recorded in any form or medium: (i) that relates to the past, present or future
physical or mental condition of an individual; the provision of health care to an individual;
or the past, present or future payment for the provision of health care to an individual; and
(ii) that identifies the individual or with respect to which there is a reasonable basis to believe
the information can be used to identify the individual. PHI includes, but is not limited to, any
information defined as Individually Identifiable Health Information by the federal Health
Insurance Portability and Accountability Act.
X. “Services” means the services to be performed by Contractor as set forth in this Contract,
and shall include any services to be rendered by Contractor in connection with the Goods.
Y. “State Confidential Information” means any and all State Records not subject to disclosure
under CORA. State Confidential Information shall include, but is not limited to, PII, PCI,
PHI, Tax Information, CJI, and State personnel records not subject to disclosure under
CORA.
Z. “State Fiscal Rules” means that fiscal rules promulgated by the Colorado State Controller
pursuant to §24-30-202(13)(a), C.R.S..
AA. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and
ending on June 30 of the following calendar year. If a single calendar year follows the term,
then it means the State Fiscal Year ending in that calendar year.
BB. “State Records” means any and all State data, information, and records, regardless of
physical form, including, but not limited to, information subject to disclosure under CORA.
CC. “Subcontractor” means third-parties, if any, engaged by Contractor to aid in performance
of the Work. The term “Subcontractor” includes, without limitation, any dealers, distributors,
partners or resellers engaged by the Contractor to perform the Work.
DD. “Tax Information” means federal and State of Colorado tax information including, without
limitation, federal and State tax returns, return information, and such other tax-related
information as may be protected by federal and State law and regulation. Tax Information
includes, but is not limited to all information defined as federal tax information in Internal
Revenue Service Publication 1075.
EE. “Work” means the Goods delivered and Services performed pursuant to this Contract.
FF. “Work Product” means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work
Product” does not include any material that was developed prior to the Effective Date that is
used, without modification, in the performance of the Work.
Any other term used in this Contract that is defined in an Exhibit shall be construed and interpreted
as defined in that Exhibit.
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6. STATEMENT OF WORK
Contractor shall complete the Work as described in this Contract and in accordance with the
provisions of Exhibits A and B and any Order.
7. PAYMENTS TO CONTRACTOR
A. Payments Under Orders
i. Each Purchasing Entity will make its own payments under any Order that it enters into.
The State shall not be liable to Contractor for any payments due under any Order unless
the State is a party to that Order.
ii. Contractor shall allow the State and Purchasing Entities to use a procurement card or
other credit card to make payments under any Order, in addition to any other payment
procedure available to the State or Purchasing Entity.
Effective July 1, 2022, per C.R.S. § 5-2-212, merchants are now allowed to add a
surcharge to credit card transactions. The surcharge can be a maximum of 2% the
transaction amount and does not apply to debit cards. To cover the cost of processing
a credit or charge card transaction, and pursuant to section §5-2-212, Colorado
Revised Statutes, a seller or lessor may impose a processing surcharge in an
amount not to exceed 2% of the total payment made for goods or services
purchased or leased by use of a credit or charge card.
iii. The State shall not pay any amount to Contractor under this Contract unless the state
issues an Order, at which time it shall pay Contractor in accordance with that Order.
The State shall not be responsible for payment under any Order that is issued by a
Purchasing Entity that is not the State, and the Contractor shall seek no payment or
other compensation from the State for any Work performed under any Order issued by
and Purchasing Entity that is not the State.
B. Payment Procedures
i. Invoices
Contractor shall invoice each Purchasing Entity in accordance with that Purchasing
Entity’s Order. Contractor shall not invoice the State under any Order unless the State
is a party to that Order. Contractor shall allow State and Purchasing Entities a
minimum of thirty (30) days after receipt of an invoice to pay for products or Services
provided by Contractor. State law and regulations provide that State payments made
within forty-five (45) days are not considered delinquent, and unless otherwise agreed,
State and Purchasing Entities will pay interest on any unpaid balance beginning on the
46th day at the rate of one (1) percent per month on any unpaid balance until paid in
full; provided, however, that interest shall not accrue on unpaid amounts that are the
subject of a good faith dispute regarding the obligation to pay all or a portion of the
liability. Contractor shall invoice State and Purchasing Entities separately for accrued
interest on delinquent amounts due. §24-30-202(24) C.R.S.
ii. Payment Disputes
Unless different procedures are specified in an Order, if Contractor disputes any
calculation, determination or amount of any payment, Contractor shall notify the
Purchasing Entity issuing the Order in writing of its dispute within 30 days following
the earlier to occur of Contractor’s receipt of the payment or notification of the
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determination or calculation of the payment by that Purchasing Entity. The Purchasing
Entity will review the information presented by Contractor and may make changes to
its determination based on this review. The calculation, determination or payment
amount that results from the Purchasing Entity’s review shall not be subject to
additional dispute under this subsection. No payment subject to a dispute under this
subsection shall be due until after the Purchasing Entity has concluded its review, and
the Purchasing Entity shall not pay any interest on any amount during the period it is
subject to dispute under this subsection.
iii. Discount and Delinquency Period
Any applicable cash discount period or delinquency period for the amounts shown on
an invoice shall begin on the date of the Purchasing Entity’s approval of that invoice,
or from the date of receipt of acceptable Goods or Services at the specified destination
by an authorized Purchasing Entity representative, whichever is later.
8. RESERVED
9. REPORTING - NOTIFICATION
A. Litigation Reporting
If Contractor is served with a pleading or other document in connection with an action before
a court or other administrative decision making body, and such pleading or document relates
to this Contract or may affect Contractor’s ability to perform its obligations under this
Contract, Contractor shall, within 10 days after being served, notify the State of such action
and deliver copies of such pleading or document to the State’s principal representative
identified in §17.
B. Performance Outside the State of Colorado or the United States, §24-102-206, C.R.S.
To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor
shall provide written notice to the State, in accordance with §17, within 20 days following
the earlier to occur of Contractor’s decision to perform Services outside of the State of
Colorado or the United States, or its execution of an agreement with a Subcontractor to
perform, Services outside the State of Colorado or the United States. Such notice shall specify
the type of Services to be performed outside the State of Colorado or the United States and
the reason why it is necessary or advantageous to perform such Services at such location or
locations, and such notice shall be a public record. Knowing failure by Contractor to provide
notice to the State under this §9.B shall constitute a breach of this Contract. This §9.B shall
not apply if the Contract Funds include any federal funds.
10. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and other
materials relating to the Work (the “Contractor Records”). Contractor Records shall include
all documents, records, communications, notes and other materials maintained by Contractor
that relate to any Work performed by Subcontractors, and Contractor shall maintain all
records related to the Work performed by Subcontractors required to ensure proper
performance of that Work. Contractor shall maintain Contractor Records until the last to
occur of: (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
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date such audit is completed and its findings have been resolved (the “Record Retention
Period”).
B. Inspection
Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor’s office or place of business,
or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days’
notice from the State, unless the State determines that a shorter period of notice, or no notice,
is necessary to protect the interests of the State.
C. Monitoring
The State, in its discretion, may monitor Contractor’s performance of its obligations under
this Contract using procedures as determined by the State. The State shall monitor
Contractor’s performance in a manner that does not unduly interfere with Contractor’s
performance of the Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an audit
performed on Contractor’s records that relates to or affects this Contract or the Work, whether
the audit is conducted by Contractor or a third party.
11. CONFIDENTIAL INFORMATION-STATE RECORDS
A. Confidentiality
Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State
Records, unless those State Records are publicly available. Contractor shall not, without prior
written approval of the State, use, publish, copy, disclose to any third party, or permit the use
by any third party of any State Records, except as otherwise stated in this Contract, permitted
by law or approved in Writing by the State. Contractor shall provide for the security of all
State Confidential Information in accordance with all policies promulgated by the Colorado
Office of Information Security and all applicable laws, rules, policies, publications, and
guidelines including, without limitation: (i) the most recently promulgated IRS Publication
1075 for all Tax Information, (ii) the most recently updated PCI Data Security Standard from
the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the
U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information
Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and
Accountability Act for all PHI and the HIPAA Business Associate Addendum attached to
this Contract. Contractor shall immediately forward any request or demand for State Records
to the State’s principal representative.
B. Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns and Subcontractors
as necessary to perform the Work, but shall restrict access to State Confidential Information
to those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Contract. Contractor shall ensure all such agents, employees, assigns,
and Subcontractors sign agreements containing nondisclosure provisions at least as protective
as those in this Contract, and that the nondisclosure provisions are in force at all times the
agent, employee, assign or Subcontractor has access to any State Confidential Information.
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Contractor shall provide copies of those signed nondisclosure provisions to the State upon
execution of the nondisclosure provisions.
C. Use, Security, and Retention
Contractor shall use, hold and maintain State Confidential Information in compliance with
any and all applicable laws and regulations in facilities located within the United States, and
shall maintain a secure environment that ensures confidentiality of all State Confidential
Information wherever located. Contractor shall provide the State with access, subject to
Contractor’s reasonable security requirements, for purposes of inspecting and monitoring
access and use of State Confidential Information and evaluating security control
effectiveness. Upon the expiration or termination of this Contract, Contractor shall return
State Records provided to Contractor or destroy such State Records and certify to the State
that it has done so, as directed by the State. If Contractor is prevented by law or regulation
from returning or destroying State Confidential Information, Contractor warrants it will
guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, it shall notify the State immediately and
cooperate with the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the State. Unless Contractor can establish that none of
Contractor or any of its agents, employees, assigns or Subcontractors are the cause or source
of the Incident, Contractor shall be responsible for the cost of notifying each person who may
have been impacted by the Incident. After an Incident, Contractor shall take steps to reduce
the risk of incurring a similar type of Incident in the future as directed by the State, which
may include, but is not limited to, developing and implementing a remediation plan that is
approved by the State at no additional cost to the State.
12. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Contractor under this
Contract. Such a conflict of interest would arise when a Contractor or Subcontractor’s
employee, officer or agent were to offer or provide any tangible personal benefit to an
employee of the State, or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a conflict
of interest shall be harmful to the State’s interests. Absent the State’s prior written approval,
Contractor shall refrain from any practices, activities or relationships that reasonably appear
to be in conflict with the full performance of Contractor’s obligations under this Contract.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a
conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State’s consideration. Failure to
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promptly submit a disclosure statement or to follow the State’s direction in regard to the
actual or apparent conflict constitutes a breach of this Contract.
13. INSURANCE
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Contract and until all orders
for Goods or Services or both are delivered and accepted. All insurance policies required by this
Contract shall be issued by insurance companies as approved by the State.
A. Workers’ Compensation
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Workers’ compensation insurance as required by state statute, and employers’ liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
D. Garage Keepers Liability
The Garage Keepers Liability Insurance must have a minimum of $1,000,000 per occurrence.
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
E. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PCI, PHI,
Tax Information, and CJI, and claims based on alleged violations of privacy rights through
improper use or disclosure of protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
F. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
H. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Contractor and Subcontractors.
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I. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any insurance
or self-insurance program carried by Contractor or the State.
J. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Contractor and Contractor shall forward such notice to the State in accordance
with §17 within 7 days of Contractor’s receipt of such notice.
K. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Contract shall include clauses stating that each carrier shall waive all rights of recovery
under subrogation or otherwise against Contractor or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
L. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, §24-10-101, et seq., C.R.S. (the “GIA”), Contractor shall maintain, in lieu of the liability
insurance requirements stated above, at all times during the term of this Contract such liability
insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under
the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall
ensure that the Subcontractor maintain at all times during the terms of this Contract, in lieu
of the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the
GIA.
M. Certificates
Contractor shall provide to the State certificates evidencing Contractor’s insurance coverage
required in this Contract within 7 Business Days following the Effective Date. Contractor
shall provide to the State certificates evidencing Subcontractor insurance coverage required
under this Contract within 7 Business Days following the Effective Date, except that, if
Contractor’s subcontract is not in effect as of the Effective Date, Contractor shall provide to
the State certificates showing Subcontractor insurance coverage required under this Contract
within 7 Business Days following Contractor’s execution of the subcontract. No later than 15
days before the expiration date of Contractor’s or any Subcontractor’s coverage, Contractor
shall deliver to the State certificates of insurance evidencing renewals of coverage. At any
other time during the term of this Contract, upon request by the State, Contractor shall, within
7 Business Days following the request by the State, supply to the State evidence satisfactory
to the State of compliance with the provisions of this §13.
14. BREACH
A. Defined
The failure of a Party to perform any of its obligations in accordance with this Contract, in
whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of
proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against
Contractor, or the appointment of a receiver or similar officer for Contractor or any of its
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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.B., shall have all of the
remedies listed in this §15.A. in addition to all other remedies set forth in this Contract or at
law. The State may exercise any or all of the remedies available to it, in its discretion,
concurrently or consecutively.
i. Termination for Breach
In the event of Contractor’s uncured breach, the State may terminate this entire Contract
or any part of this Contract. Contractor shall continue performance of this Contract to
the extent not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur further
obligations or render further performance past the effective date of such notice,
and shall terminate outstanding orders and subcontracts with third parties.
However, Contractor shall complete and deliver to Purchasing Entities all Work
not cancelled by the termination notice, and may incur obligations as necessary to
do so within this Contract’s terms. At the request of the State or any Purchasing
Entity, Contractor shall assign to the Purchasing Entity all of Contractor's rights,
title, and interest in and to such terminated orders or subcontracts. Upon
termination, Contractor shall take timely, reasonable and necessary action to
protect and preserve property in the possession of Contractor in which the
Purchasing Entity has an interest. At the State or Purchasing Entity’s request,
Contractor shall return materials owned by the Purchasing Entity that Contractor
possesses at the time of any termination. Contractor shall deliver all completed
Work Product to the Purchasing Entity at the State or Purchasing Entity’s request.
b. Payments
Notwithstanding anything to the contrary, Participating Entities shall only pay
Contractor for accepted Work received as of the date of termination. If, after
termination by the State, the State agrees that Contractor was not in breach or that
Contractor's action or inaction was excusable, such termination shall be treated as
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a termination in the public interest, and the rights and obligations of the Parties
shall be as if this Contract had been terminated in the public interest under §2.F.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain
liable to the State or appropriate Purchasing Entity for any damages sustained by
the State or Purchasing Entity in connection with any breach by Contractor, and
the Purchasing Entity may withhold payment to Contractor for the purpose of
mitigating the Purchasing Entity’s damages. A Purchasing Entity may withhold
any amount that may be due Contractor as the Purchasing Entity deems necessary
to protect itself against loss including, without limitation, loss as a result of
outstanding liens and costs incurred by the Purchasing Entity in procuring from
third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
a. Suspend Performance
Suspend Contractor’s performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Contractor to
an adjustment in price or cost or an adjustment in the performance schedule.
Contractor shall promptly cease performing Work and incurring costs in
accordance with the State’s directive, and neither the State nor any Purchasing
Entity shall not be liable for costs incurred by Contractor after the suspension of
performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Contractor’s actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the state; provided, that any denial of payment shall be equal to the value
of the obligations not performed.
d. Removal
Demand immediate removal of any of Contractor’s employees, agents, or
Subcontractors from the Work whom the State deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable or whose continued relation
to this Contract is deemed by the State to be contrary to the public interest or the
State’s best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any
Work is likely to infringe, a patent, copyright, trademark, trade secret or other
intellectual property right, Contractor shall, at the option of and as approved by
the State or Purchasing Entity(i) secure that right to use such Work for the State,
Purchasing Entity and Contractor; (ii) replace the Work with noninfringing Work
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or modify the Work so that it becomes noninfringing; or, (iii) remove any
infringing Work and refund the amount paid for such Work to the Purchasing
Entity.
B. Contractor’s Remedies
If the State is in breach of any provision of this Contract and does not cure such breach,
Contractor, following the notice and cure period in §14.B and the dispute resolution process
in §16 shall have all remedies available at law and equity. If a Purchasing Entity is in breach
of a provision of an Order, Contractor shall have all remedies available to it under that Order
and available at law and equity.
C. Purchasing Entity’s Remedies
i. If Contractor is in breach under any provision of an Order by a Purchasing Entity, the
Purchasing Entity shall have all of the remedies listed in that Order, in addition to all
other remedies available by law or equity. The Purchasing Entity may exercise any or
all of the remedies available to it, in its discretion, concurrently or consecutively.
ii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order because
of Contractor’s breach of that Order, Contractor shall provide notice to the State of that
breach or termination within five (5) Business Days following Contractor’s receipt of
that notice of breach or termination.
16. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Contract which cannot be resolved by the designated Contract representatives or through a
dispute on an Order, as described in Exhibit A, §3.F, shall be referred in writing to a senior
departmental management staff member designated by the State and a senior manager
designated by Contractor for resolution.
B. Resolution of Controversies arising under this Contract
If the initial resolution described in §16.A fails to resolve the dispute within 10 Business
Days, Contractor shall submit any alleged breach of this Contract by the State to the
Procurement Official of the State Purchasing and Contracts Office as described in §24-102-
202(3), C.R.S. for resolution in accordance with the provisions of §§ 24-109-101.1 through
24-109-505, C.R.S., (the “Resolution Statutes”), except that if Contractor wishes to
challenge any decision rendered by the Procurement Official, Contractor’s challenge shall be
an appeal to the Executive Director of the Department of Personnel and Administration, or
their delegate, under the Resolution Statutes before Contractor pursues any further action as
permitted by such statutes. Except as otherwise stated in this Section, all requirements of the
Resolution Statutes shall apply including, without limitation, time limitations.
C. Resolution of Controversies arising under any Order made pursuant to this Contract
Any dispute between Contractor and a Purchasing Entity concerning the performance of an
Order shall be resolved under the dispute resolution processes as described in the applicable
Order. If the Order does not describe a dispute resolution process, the dispute shall be
resolved under the Purchasing Entity’s dispute resolution statutes, policies, or other
applicable regulations, or in a manner as agreed upon by the Purchasing Entity and
Contractor.
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17. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal representative of the designating Party. All
notices required or permitted to be given under this Contract shall be in writing, and shall be
delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s
principal representative at the address set forth below or (C) as an email with read receipt requested
to the principal representative at the email address, if any, set forth below. If a Party delivers a
notice to another through email and the email is undeliverable, then, unless the Party has been
provided with an alternate email contact, the Party delivering the notice shall deliver the notice by
hand with receipt required or by certified or registered mail to such Party’s principal representative
at the address set forth below. Either Party may change its principal representative or principal
representative contact information by notice submitted in accordance with this §17 without a
formal amendment to this Contract. Unless otherwise provided in this Contract, notices shall be
effective upon delivery of the written notice.
For the State: For Contractor:
Amy Risley Sarah Dudgeon
State Purchasing & Contracts Office John Elway Chevrolet
1525 Sherman St 5200 South Broadway
5th floor
Denver, CO 80203 Englewood, CO 80113
Amy.Risley@state.co.us sdudgeon@elwaydealers.net
18. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Contractor assigns to the Purchasing Entity and its successors and assigns, the entire right,
title, and interest in and to all causes of action, either in law or in equity, for past, present, or
future infringement of intellectual property rights related to the Work Product and all works
based on, derived from, or incorporating the Work Product under an Order. Whether or not
Contractor is under contract with the State at the time, Contractor shall execute applications,
assignments, and other documents, and shall render all other reasonable assistance requested
by the State, to enable the State to secure patents, copyrights, licenses and other intellectual
property rights related to the Work Product. To the extent that Work Product would fall under
the definition of “works made for hire” under 17 U.S.C.S. §101, the Parties intend the Work
Product to be a work made for hire.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Contract, any pre-existing State
Records, State software, research, reports, studies, photographs, negatives or other
documents, drawings, models, materials, data and information shall be the exclusive property
of the State (collectively, “State Materials”). Contractor shall not use, willingly allow, cause
or permit Work Product or State Materials to be used for any purpose other than the
performance of Contractor’s obligations in this Contract without the prior written consent of
the State. Upon termination of this Contract for any reason, Contractor shall provide all
Work Product and State Materials to the State in a form and manner as directed by the State.
19. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be
controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI,
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Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq.,
C.R.S.
20. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either
on the Effective Date or at anytime thereafter, this §20 shall apply. Contractor agrees to be
governed by and comply with the provisions of §§24-102-206, 24-106-103, 24-106-106, and 24-
106-107, C.R.S. regarding the monitoring of vendor performance and the reporting of contract
information in the State’s contract management system (“Contract Management System” or
“CMS”). Contractor’s performance shall be subject to evaluation and review in accordance with
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
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attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
G. Entire Understanding
This Contract represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work, oral
or written, are merged into this Contract. Prior or contemporaneous additions, deletions, or
other changes to this Contract shall not have any force or effect whatsoever, unless embodied
herein.
H. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only be
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.
I. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or other
authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Contract.
J. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachment such conflict or inconsistency shall be resolved by reference to the documents in
the following order of priority:
i. Colorado Special Provisions in §22 of the main body of this Contract.
ii. The provisions of the other sections of the main body of this Contract.
iii. Exhibit A, General Requirements
iv. Exhibit D, HIPAA Business Associate Agreement
v. Exhibit B, Statement of Work.
vi. Exhibit C, Vehicle and Price List
Notwithstanding anything to the contrary herein, the State and Purchasing Entities shall not
be subject to any provision incorporated in any exhibit attached hereto, any provision
incorporated in any terms and conditions appearing on Contractor’s or Subcontractor’s
website, any provision incorporated into any click-through or online agreements, or any
provision incorporated into any other document or agreement between the Parties that (i)
requires the State to indemnify or hold harmless Contractor or any other party, (ii) is in
violation of State laws, regulations, rules, fiscal rules, policies, or other State requirements as
deemed solely by the State, or (iii) is contrary to any of the provisions incorporated into §22
or the main body of this Contract.
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K. Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the validity
or enforceability of any other provision of this Contract, which shall remain in full force and
effect, provided that the Parties can continue to perform their obligations under this Contract
in accordance with the intent of this Contract.
L. Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination or
expiration of this Contract shall survive the termination or expiration of this Contract and
shall be enforceable by the other Party.
M. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle
D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from
State and local government sales and use taxes under §§39-26-704(1), et seq., C.R.S.
(Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be
liable for the payment of any excise, sales, or use taxes, regardless of whether any political
subdivision of the state imposes such taxes on Contractor. Contractor shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that
Contractor may wish to have in place in connection with this Contract. Contractor shall honor
any tax exemption that any Purchasing Entity has, and shall not charge any Purchasing Entity
any excise, sales, or use taxes from which that Purchasing Entity is exempt.
N. Third Party Beneficiaries
Except for a Purchasing Entity and/or the Parties’ respective successors and assigns described
in §21.A, this Contract does not and is not intended to confer any rights or remedies upon
any person or entity other than the Parties. Enforcement of this Contract and all rights and
obligations hereunder are reserved solely to the Parties. Any services or benefits which third
parties receive as a result of this Contract are incidental to this Contract, and do not create
any rights for such third parties.
O. Waiver
A Party’s failure or delay in exercising any right, power, or privilege under this Contract,
whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single
or partial exercise of any right, power, or privilege preclude any other or further exercise of
such right, power, or privilege.
P. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and
standards required under §24-106-107, C.R.S., if any, are subject to public release through
the CORA.
Q. Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the highest
standards of care, skill and diligence in Contractor’s industry, trade, or profession.
R. Licenses, Permits, and Other Authorizations.
Contractor shall secure, prior to the Effective Date, and maintain at all times during the term
of this Contract, at its sole expense, all licenses, certifications, permits, and other
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authorizations required to perform its obligations under this Contract, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term of
their employment, agency or subcontract, all license, certifications, permits and other
authorizations required to perform their obligations in relation to this Contract.
S. Indemnification
i. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its employees, agents
and assignees (the “Indemnified Parties”), against any and all costs, expenses, claims,
damages, liabilities, court awards and other amounts (including attorneys’ fees and
related costs) incurred by any of the Indemnified Parties in relation to any act or
omission by Contractor, or its employees, agents, Subcontractors, or assignees in
connection with this Contract.
ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §11
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.
iv. Accessibility Indemnification
Contractor shall indemnify, save, and hold harmless the state, its employees, agents and
assignees (collectively, the “Indemnified Parties”), against any and all costs, expenses,
claims, damages, liabilities, court awards and other amounts (including attorneys’ fees
and related costs) incurred by any of the Indemnified Parties in relation to Contractor’s
failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for
Individuals with a Disability as established by the Office of Information Technology
pursuant to Section §24-85-103 (2.5), C.R.S.
T. Accessibility
i. Contractor shall comply with and the Work Product provided under this Contract shall
be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and
the Accessibility Standards for Individuals with a Disability, as established by the
Governor’s Office Of Information Technology (OIT), pursuant to Section §24-85-103
(2.5), C.R.S. Contractor shall also comply with all State of Colorado technology
standards related to technology accessibility and with Level AA of the most current
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version of the Web Content Accessibility Guidelines (WCAG), incorporated in the
State of Colorado technology standards.
ii. The State may require Contractor’s compliance to the State’s Accessibility Standards
to be determined by a third party selected by the State to attest to Contractor’s Work
Product and software is in compliance with §§24-85-101, et seq., C.R.S., and
the Accessibility Standards for Individuals with a Disability as established by the Office
of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S.
22. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee. If this Contract is for a Major Information Technology Project, as defined in
§24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the
State’s Chief Information Officer or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State,
its departments, boards, commissions committees, bureaus, offices, employees and officials
shall be controlled and limited by the provisions of the Colorado Governmental Immunity
Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and
28 U.S.C. 1346(b), and the State’s risk management statutes, §§24-30-1501, et seq. C.R.S.
No term or condition of this Contract shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions,
contained in these statutes.
D. INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to
be an agent or employee of the State. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly
set forth herein. Contractor and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for
or otherwise provide such coverage for Contractor or any of its agents or employees.
Contractor shall pay when due all applicable employment taxes and income taxes and local
head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force
workers' compensation and unemployment compensation insurance in the amounts required
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.
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Contractor shall comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. All suits or actions related to this Contract shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor
harmless; requires the State to agree to binding arbitration; limits Contractor’s liability for
damages resulting from death, bodily injury, or damage to tangible property; or that conflicts
with this provision in any way shall be void ab initio. Nothing in this Contract shall be
construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this
Contract that limits Contractor’s liability that is not void under this section shall apply only
in excess of any insurance to be maintained under this Contract, and no insurance policy shall
be interpreted as being subject to any limitations of liability of this Contract.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Contractor hereby certifies and warrants that, during the
term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this provision, the State may exercise any remedy
available at law or in equity or under this Contract, including, without limitation, immediate
termination of this Contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and
24-50-507, C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract. Contractor
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Contractor’s services and Contractor shall not
employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-
202.4, C.R.S.
Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the
State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child
support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or
other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student
Loan Division of the Department of Higher Education; (iv) amounts required to be paid to
the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a
result of final agency determination or judicial action. The State may also recover, at the
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State’s discretion, payments made to Contractor in error for any reason, including, but not
limited to, overpayments or improper payments, and unexpended or excess funds received
by Contractor by deduction from subsequent payments under this Contract, deduction from
any payment due under any other contracts, grants or agreements between the State and
Contractor, or by any other appropriate method for collecting debts owed to the State.
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EXHIBIT A, GENERAL WORK REQUIREMENTS
1. CONTRACTOR PERSONNEL
A. Contractor personnel shall work cooperatively with State and Purchasing Entity staff to
ensure the completion of the Work.
COLORADO REVISED STATUTES, 24-109-105
(2) A PERSON MAY BE DEBARRED FOR ANY OF THE FOLLOWING REASONS:
(d) Willful material failure to perform in accordance with the terms of one or more contracts,
following notice of such failure, or a history of material failure to perform, or of materially
unsatisfactory performance of, one or more contracts.
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 for addressing all questions and concerns for the
State and Purchasing Entities, unless an Order specifies another point of contact for that
Order.
b. Ensuring the completion of all Work in accordance with the Contract’s requirements.
This includes, but is not limited to, ensuring the accuracy, timeliness and completeness
of all Work.
c. Overseeing all other personnel and ensuring proper staffing levels throughout the term of
the Contract.
ii. Quarterly Volume Reporting Lead - The Quarterly Volume Reporting Lead shall be
responsible for all of the following:
a. Ensuring the completeness and accuracy of the Quarterly Volume Reports described in
this Exhibit A.
b. Ensuring the final submission of the Quarterly Volume Reports described in this Exhibit
A by the appropriate due date for that report.
c. Reports must be submitted via e-mail to Amy Risley at: Amy.Risley@state.co.us
2. ORDERING AND ORDER FULFILLMENT
A. Ordering
Contractor shall provide a complete and accurate Internal Revenue Service form W9 to the
State prior to accepting an Order from any Purchasing Entity. Upon a request by a Purchasing
Entity, Contractor shall provide a complete and accurate Internal Revenue Service form W9
to that Purchasing Entity.
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i. 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.
ii. Contractor shall ensure that all Orders it accepts have the proper information contained in
them for Contractor to be able to comply with all reporting requirements of this Contract.
iii. If Contractor provides for Ordering through an internet-based portal or electronic catalog,
Contractor shall maintain all of Contractor’s necessary hardware, software, backup-capacity
and network connections required to operate that 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 system. Contractor shall ensure that all information made
available through the State’s eCommerce system is accurate and complies with this
Contract..
B. Marketing
i. If Contractor desires to distribute any materials, notices or literature with the intent to market
the Goods or Services (“Marketing Materials”), Contractor shall deliver all such Marketing
Materials to the State for review and approval prior to distributing any such materials to a
Purchasing Entity.
a. The State will review submitted Marketing Materials and may approve, deny or request
changes to any Marketing Materials in its sole discretion. If the State requests changes,
Contractor may make those changes or may choose to rescind its submission for review
and approval.
b. Contractor shall not distribute any marketing materials to any Purchasing Entity prior to
receiving the State’s approval of those Marketing Materials.
ii. The State shall not be responsible for maintaining any mailing lists or creating, printing,
mailing or distributing any of Contractor’s Marketing Materials, though the State may
distribute Marketing Materials in its sole discretion.
C. Additional Terms
i. Any additional terms and conditions on any invoice, statement, Contractor time sheet,
website, electronic license or use agreement or any other form, 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
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Purchasing Entity on any such form shall be effective to establish receipt of Goods or
completion of Services and shall not make any term of that form enforceable.
3. DATES AND CONFIRMATIONS REQUIRED
A. For each vehicle ordered, vendors shall complete and return the “Contractor’s Confirmation
of 2023 Vehicle Production for SFM” form Exhibit 3 (from Bid Specifications) to SFM or
“Contractor’s Confirmation of 2023 Vehicle Production for Aurora” Exhibit 5 (from Bid
Specifications, or other entity Exhibit 5a (from Bid Specifications) to the Purchasing Entity as
soon as it is available, but no later than five (5) working days after notification from the
manufacturer. This form shall include the following information:
i. Date Contractor received SFM or Purchasing Entity Purchase Order (PO)
ii. Manufacturer’s Factory Order # and date received
iii. Manufacturer’s Factory Production Date
iv. Estimated date of delivery to SFM or Purchasing Entity
FOR STATE OF COLORADO AWARDS: AWARDED DEALER MUST SUBMIT STATUS
CODE REPORT (NOTIFICATIONS) VIA EMAIL TO SFM AND PUBLIC SAFETY WITH
UPDATES ON AND INCLUDING; BUILD PROGRESS, UPFIT PROGRESS; DELIVERY
AND ETA’S; DELAYS , ETC. REPORTS MUST BE EMAILED EVERY MONTH
STARTING AFTER CONFIRMATION OF PURCHASE ORDER. EMAILS MUST BE SENT
TO:
Terry.Sisneros@state.co.us
B. OEM Confirmation
The Contractor shall notify SFM or the Purchasing Entity no later than 10 business days
after the receipt of the Purchase Order if they have not received the OEM confirmation. The
Contractor shall inform SFM immediately by phone and in writing via email, USPS, or fax, when
the contractor is aware or suspects that there is a problem with an order or a production date from
the factory. The dealer shall demonstrate to the State of Colorado all efforts made to secure
vehicles.
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
Purchasing Entities, all model year 2023 or newer vehicles ordered request to be
delivered and invoiced no later than September 30, 2023. See §2 D Order Terms.
C. Delivery of Goods and Performance of Services
i. Contractor shall provide all Goods and perform all Services described in
each Order.
ii. Unless specifically agreed to otherwise in an Order, Contractor shall deliver
all Goods under an Order in good, working and undamaged condition. All
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Goods shall be free on board (“F.O.B.”) destination to the location specified
in the Order.
iii. If a Good in an Order is out of stock, Contractor may only provide a
substitute Good if it has notified the Purchasing Entity for that Order, in
writing, that the Good is out of stock and has received the Purchasing
Entity’s approval to provide the substitute Good. Purchasing Entities may
request additional information comparing the substitute Good with the
original Good in the Purchasing Entity’s sole discretion
D. Inspection and Acceptance
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
information for the individual or individuals within Contractor’s organization
who are assigned to handle questions and resolve problems that Purchasing
Entity may have in relation to the Work or an Order.
a. Contractor shall make personnel available from 8:00 a.m. to 5:00 p.m.
Mountain Time, as adjusted for daylight savings time, at a minimum,
each Business Day as necessary to handle questions and resolve
problems received by Contractor.
b. Contractor shall make all of these individuals available by phone (both
through a local number and a toll-free number), fax and email at all
times that the individual is available to handle questions and resolve
problems received by Contractor.
c. Contractor shall provide all of these individuals with the ability to
access the account information and other information relating to the
State or Purchasing Entities to be able to respond to questions and
resolve problems relating to any Order, including, without limitation,
the status of Orders, delivery, back-orders, pricing, discounts, product
availability, product information, and accounts and billing.
ii. Contractor shall provide all training to Purchasing Entities necessary for those
Purchasing Entities to place Orders and properly use the Goods and Services,
as requested by Ordering Entities.
iii. Training on placing Orders shall include, without limitation, training on
aspects of ordering, online ordering, product delivery, product returns, and
Contractor’s customer service processes, as requested by the Purchasing
Entity.
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a. Training on properly using the Goods and Services shall include,
without limitation, training and providing information on energy
efficiency of Goods, new features, opportunities for
manufacturer/certified set up and training, Environmentally Preferable
Products, and other services or options that are offered or available
related to the Goods and Services, as requested by the Purchasing
Entity.
F. Order Disputes, Termination and Resolution
i. If a dispute related to an Order arises between Contractor and a Purchasing
Entity, Contractor shall meet with the Purchasing Entity to attempt to resolve
the issue. If Contractor is unable to resolve the issue with the Purchasing
Entity, then Contractor may request assistance from the State by submitting a
request in writing, which includes the pertinent information about the dispute
and the assistance sought by Contractor, in accordance with §17 of the main
body of this Contract. Nothing in this section shall be interpreted as limiting
the rights or obligations of Contractor, the State or any Purchasing Entity
under this Contractor of any Order.
ii. Purchasing Entities may terminate an Order if it determines that Contractor
was in breach of that Order. Termination of an Order shall not automatically
terminate any other Order or this Contract.
iii. If a Purchasing Entity gives Contractor notice of breach or terminates an Order
because of Contractor’s breach of that Order, Contractor shall provide notice
to the State of that breach or termination with the Purchasing Entity within 5
Business Days following Contractor’s receipt of that notice of breach or
termination.
4. VOLUME AND OPERATIONAL REPORTING
A. Volume Reporting
i. The State will use a centralized method of tracking volume. Contractor shall
populate a Quarterly Volume Report, using the format as specified by the State,
for each State Fiscal Year Quarter that contains, at a minimum, all of the
following:
a. A summary volume report that includes, but is not limited to, all of the
following for the quarter that the report covers:
The total spent by each type of Purchasing Entity under this Contract.
The total of the list cost of all items purchased by each type of Purchasing Entity under this Contract.
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.
The total paid through the use of a procurement card or credit card for each Purchasing Entity under this
Contract.
The total sales of Environmentally Preferable Products, as defined in the State’s Environmentally
Preferable Purchasing Policy, for each Purchasing Entity under this Contract.
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Any additional summary information as requested by the State.
b. A detail report that includes, but is not limited to, all of the following
for each sale that occurred during the quarter that the report covers:
The name of the Purchasing Entity who the sale was made to.
The date of the sale.
A listing of each item purchased in the sale, including the name of the item,
the quantity of the item, the unit price for the item, the extended cost for the
item calculated by multiplying the unit price by the quantity, the list price per
unit for the item, the extended list cost for the item calculated by multiplying
the quantity by the list price, and the savings on the item calculated by
subtracting the extended cost from the extended list cost.
Any other detail information as requested by the State.
ii. Contractor shall deliver a Quarterly Volume Report to the State’s representative
as identified in Section 17 of the Contract on a quarterly basis.
a. DELIVERABLE: Quarterly Volume Report
b. DUE: Quarterly, within 30 calendar days following the end of the
State Fiscal Year quarter that the report covers.
iii. If any due date for a Quarterly Volume Report falls on a day that is not a Business
Day, then the due date shall be automatically extended to the next Business Day,
unless otherwise directed by the State.
iv. All data and information contained in a Quarterly Volume Report shall be the
property of the State and shall not be considered proprietary.
B. Additional Operational Reporting
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 information related to the State or any of the Purchasing
Entities as requested by the State.
a. DELIVERABLE: Ad-Hoc Operational Reports
b. DUE: Within 10 Business Days following the State’s request for that
information, unless the State agrees to a longer period of time in
writing.
5. PERIODIC BUSINESS REVIEWS
A. The State may schedule periodic business reviews to review Contractor’s performance under
this Contract.
B. Contractor shall ensure personnel assigned to the Contract are available for these meetings
with the State as scheduled by the State.
C. Contractor’s key personnel designated in §17 shall be available for all regularly scheduled
meetings between Contractor and the State, unless the State has granted prior, written
approval otherwise.
6. CLOSEOUT PERIOD
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A. This Contract shall have a Closeout Period that begins 30 days prior to the expiration of this
Contract and continues until the State has determined that all Work has been completed.
i. During the Closeout Period, Contractor shall complete all of the following, as directed by the
State:
a. Provide to the State, or any other contractor at the State's direction, all reports, data,
systems, Deliverables and other information reasonably necessary for the State to ensure
Contractor’s completion of the Work, as determined by the State.
b. Notify any Subcontractors of the termination of the Contract, as directed by the State.
c. Remove all references to the State’s price agreement from its websites, materials and
other documentation, and inform entities that contact Contractor that it no longer has a
price agreement with the State.
ii. The Closeout Period may extend past the termination of the Contract. The State will perform
a closeout review to ensure that Contractor has completed all requirements of the Closeout
Period. If Contractor has not completed all of the requirements of the Closeout Period by the
date of the termination of the Contract, then any incomplete requirements shall survive
termination of the Contract.
7. PRICING
A. Price Lists
i. 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 modifies any of its prices in accordance with §B, or discontinues any item
shown on the existing pricing information, Contractor shall provide updated pricing
information to the State for the State to publish.
B. Price Modifications
i. Price Increases
a. Contractor may request an increase in the prices listed in Exhibit C by submitting its
request to the State in writing as described in §17 of the main body of this Contract.
Requests for increases in prices are limited as follows:
b. Contractor may not submit a request for a price increase to the State fewer than 3 days
prior to when Contractor intends those increased prices to be effective.
c. The State may approve or deny any request for a price increase based on the information
provided by Contractor and other circumstances in its sole discretion.
d. If the State approves a price increase, that price increase shall not take effect unless it is
included in this Contract.
e. Contractor may only begin using the increased prices in Orders that are issued following
the effective date of the modification that increases the prices. For Orders placed prior
to a price increase that are in effect at the time of the price increase, Contractor shall only
charge the Purchasing Entity the prices that were in effect at the time the Order was
placed.
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f. If the State does not approve a price increase, or Contractor increases its prices without
submitting a request to the State, then those increased prices shall be void in any Order
in which they are used and Contractor shall fulfill the Order at the existing rates approved
by the State under this Contract. Contractor’s use of rates in any Order that exceed those
approved by the State under this Contract shall be a material breach of this Contract.
ii. Price Decreases and Ceiling Prices
a. Contractor may decrease its prices shown in Exhibit C at any time by providing written
notice to the State.
b. The prices listed in Exhibit C are Ceiling Prices, and Contractor may offer lower prices
to Purchasing Entities, and Purchasing Entities may negotiate lower prices with
Contractor, without the review or approval of the State. Contractor shall not allow a
Subcontractor to charge an amount greater than the Ceiling Price for any Order.
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EXHIBIT B, STATEMENT OF WORK
1. GOODS AND/OR SERVICES
Contractor shall provide 2023 or newer model year vehicles.
2. SPECIFICATIONS
A. At a minimum all vehicles ordered shall include manufacturer standard new vehicle equipment
for 2023 model year or newer fleet vehicles. Vehicles that do not meet current Federal emission
standards but are “covered” with Department of Energy credits will not be accepted.
B. Vehicle options shall be provided as factory installed under the terms of the full, factory-
backed, bumper-to-bumper warranty. Contractor installed options are not permitted unless pre-
approved by the State or Purchasing Entity in writing. If a Contractor substitutes an 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 by any Factory Authorized Dealer. Dealer installed conversions are NOT
acceptable unless they are part of an OEM/Dealer certified program and On-Board
Diagnostics (OBD) II/III compatible. Such vehicles shall be specifically designed to operate
on alternative fuel as its primary fuel. Information for Dealers authorized to repair and service
AFV’s, if different from all OEM dealers, shall be provided by Contractor.
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C. Hybrid and Electric Vehicles - Vehicles offered shall include a full factory warranty and be
serviceable by any Factory Authorized Dealer.
D. Tires - Tires provided on vehicles shall be All Season/Mud and Snow radials or open side lug
All Terrain tires when specified. Closed lug design tires are NOT acceptable for an All-
Terrain tire option.
E. All vehicles delivered to any Purchasing Entity must be a full turn-key ready vehicle
unless prior written notification has been made.
F. Warranty - The States minimum standard warranty period for all 2023 or newer 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, 2023
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
Purchasing Entities may elect to accept their vehicles earlier and/or later than SFM.
Contractors will work directly with additional Purchasing Entities to ensure all dates
are met.
I. If a model year change occurs during the contract period, or if the awarded vendor will
allow, 2024 model year vehicles may be sold under the terms, conditions and prices of the
2023 or newer model year awards. Model year substitutions MUST be approved in writing
by SFM or Purchasing Entity.
J. Contractor shall notify SFM within five (5) business days in writing of any mid-year model
changes including discontinuations, mid-year introductions, etc., as related to 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 1 of the bid specifications indicate the vehicle
types, size and sample representative models designated/used by SFM. The Gross Vehicle
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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 2023 or newer Vehicle Specifications for each body code
and requested optional items as listed on the SFM or Purchasing Entity purchase order. SFM
and any Purchasing Entity reserve the right to return a vehicle after acceptance that is not
complete according to the 2023 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 Purchasing Entity.
M. Delivery Compliance for State Fleet Management and Purchasing Entity - The
following requirements apply to vehicles at time of delivery to SFM or the Purchasing
Entity.
i. Contractors shall bring the following items in the SFM or Purchasing Entity office
at the time of scheduled delivery (all documents shall be typed):
(a) The Contractor’s invoice with a typed Vehicle Identification Number (VIN), the
State or Ordering Purchase Order Number, and the Dealer Stock Number.
(b) The manufacturer’s window sticker with price and option info (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
1001 East 62nd Ave
Denver, CO 80216
(d) The Application for Title and the Bill of Sale (if used for odometer disclosure).
(e) Two sets of keys plus the key code (usually on a sticker or tag) needed for key
duplication.
(f) A weight slip and VIN slip and VIN Verification shall be provided whenever a
body has been modified *i.e. hi-cube vans, box trucks and buses and stake beds,
etc.).
ii. Contractors shall leave the following items in the vehicle at the time of
scheduled delivery:
(a) The owner’s manual visible on the front seat.
(b) The Dealer Stock Number on the windshield.
(c) A sixty (60) day permit shall be attached in the rear window of the vehicle.
(d) Vehicles shall be washed, HAVE LICENSE PLATE BRACKETS AND
SCREWS INSTALLED ON THE VEHICLE, serviced and in standard
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“make ready” condition (I.e. prepared for immediate use including no less
than one quarter (1/4) tank reading of fuel and full tanks of Diesel Emission
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 Purchasing 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 Purchasing Entity have up to four
(4) weeks to inspect and reject the vehicle while it is still on their lot. If rejected,
the Contractor shall retrieve the vehicle within one (1) business day of
notification via email for correction/repairs, and then shall redeliver the vehicle
as soon as the repairs are complete. The dealer will expedite repairs to its
maximum capability, so as not to cause financial hardship to the State or
Purchasing Entity.
N. Delivery Terms and Compliance for Institutions of Higher Education, Political
Subdivisions and Non-Profits - All institutions of Higher Education, Political
Subdivisions and Registered Non-Profits must specify on the Purchase Order or
commitment document all delivery terms and conditions that apply. Delivery instructions to
the 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 Purchasing Entity and Contractor.
ii. Any Purchasing Entity may arrange to pick up a vehicle from the awarded Contractor
at no additional charge.
iii. Contractor is expected to comply with delivery instructions issued by Institutions of
Higher Education, Political Subdivisions and Non-Profits. Any changes or
clarifications must be negotiated 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.
O. 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.
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Exhibit B Page 5 of 5
P. Legislative Changes - The State reserves the right to amend this contract in response to
Colorado legislative changes that affect this program.
Q. Invoicing and Payment - The Contractor shall send all invoices to State Fleet Management
or the Purchasing 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 of the Price Agreement (Contract) - In the event that a Contractor can offer an
awarded vehicle after September 30, 2023 the State reserves the right to issue an extension
to the State Price Agreement. Extensions must be issued prior to August 31, 2023.
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 1092 (f)
T. Name or Address Changes - Contractor must notify the State of any changes to the
Contractor’s name or address within fifteen business days of change.
U. Invoicing – State Purchasing Entities are Colorado PERA affiliated employers. In the event
billable personal Services are performed by the Contractor, and pursuant to Colorado SB06-
235 and CRS §24-51-1101(2), the Contractor must notify in writing (email is acceptable) the
State Purchasing Entity’s representative listed on the Order within fifteen (15) calendar days
from the date of receipt of any Order if the Services to be provided are being or will be
performed by a PERA retiree (as defined at CRS §24-51-101).
(THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)
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Exhibit C Page 1 of 1
EXHIBIT C, VEHICLE AND PRICE LIST
Find Detail Sheets attached in BIDS
Body Code Body Code Description Model Year Make Model Base
Price
FE PU BEV ½ Ton 4X4 2024 Chevy
Silverado EV
1500 $72,855
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Exhibit D Page 1 of 9
EXHIBIT D, HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement (“Agreement”) between the State and Contractor is agreed to in
connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as
“Covered Entity” and the Contractor is referred to as “Business Associate”. Unless the context clearly requires a
distinction between the Contract and this Agreement, all references to “Contract” shall include this Agreement.
1. Purpose
Covered Entity wishes to disclose information to Business Associate, which may include Protected Health
Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance
with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Pub. L. No. 104-191 (1996)
as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”)
enacted under the American Recovery and Reinvestment Act of 2009 (“ARRA”) Pub. L. No. 111–5
(2009), implementing regulations promulgated by the U.S. Department of Health and Human Services at 45
C.F.R. Parts 160, 162 and 164 (the “HIPAA Rules”) and other applicable laws, as amended. Prior to the
disclosure of PHI, Covered Entity is required to enter into an agreement with Business Associate containing
specific requirements as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of
the Code of Federal Regulations (“C.F.R.”) and all other applicable laws and regulations, all as may be
amended.
2. Definitions
The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data
Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary,
Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident,
Subcontractor, Unsecured Protected Health Information, and Use.
The following terms used in this Agreement shall have the meanings set forth below:
a. Business Associate. “Business Associate” shall have the same meaning as the term “business
associate” at 45 C.F.R. 160.103, and shall refer to Contractor.
b. Covered Entity. “Covered Entity” shall have the same meaning as the term “covered entity” at 45
C.F.R. 160.103, and shall refer to the State.
c. Information Technology and Information Security. “Information Technology” and “Information
Security” shall have the same meanings as the terms “information technology” and “information
security”, respectively, in §24-37.5-102, C.R.S.
Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings
ascribed to them in the Contract.
3. Obligations and Activities of Business Associate
a. Permitted Uses and Disclosures
i. Business Associate shall use and disclose PHI only to accomplish Business Associate’s
obligations under the Contract.
ii. To the extent Business Associate carries out one or more of Covered Entity’s obligations
under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all
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Exhibit D Page 2 of 9
requirements of Subpart E that apply to Covered Entity in the performance of such obligation.
iii. Business Associate may disclose PHI to carry out the legal responsibilities of Business
Associate, provided, that the disclosure is Required by Law or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that:
A. the information will remain confidential and will be used or disclosed only as
Required by Law or for the purpose for which Business Associate originally
disclosed the information to that person, and;
B. the person notifies Business Associate of any Breach involving PHI of which it is
aware.
iv. Business Associate may provide Data Aggregation services relating to the Health Care
Operations of Covered Entity. Business Associate may de-identify any or all PHI created or
received by Business Associate under this Agreement, provided the de-identification
conforms to the requirements of the HIPAA Rules.
b. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and
disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in
accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not
limited to, 45 C.F.R. 164.502(b) and 164.514(d).
c. Impermissible Uses and Disclosures
i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity
without the written authorization of Covered Entity.
ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI
in any form via any medium with or to any person or entity beyond the boundaries or
jurisdiction of the United States without express written authorization from Covered Entity.
d. Business Associate's Subcontractors
i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2),
ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of
Business Associate agree in writing to the same restrictions, conditions, and requirements
that apply to Business Associate with respect to safeguarding PHI.
ii. Business Associate shall provide to Covered Entity, on Covered Entity’s request, a list of
Subcontractors who have entered into any such agreement with Business Associate.
iii. Business Associate shall provide to Covered Entity, on Covered Entity’s request, copies of
any such agreements Business Associate has entered into with Subcontractors.
b. Access to System. If Business Associate needs access to a Covered Entity Information Technology
system to comply with its obligations under the Contract or this Agreement, Business Associate shall
request, review, and comply with any and all policies applicable to Covered Entity regarding such
system including, but not limited to, any policies promulgated by the Office of Information
Technology and available at http://oit.state.co.us/about/policies.
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c. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered
Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy
Covered Entity’s obligations under 45 C.F.R. 164.524.
d. Amendment of PHI
i. Business Associate shall within ten days of receiving a written request from Covered Entity
make any amendment to PHI in a Designated Record Set as directed by or agreed to by
Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy
Covered Entity’s obligations under 45 C.F.R. 164.526.
ii. Business Associate shall promptly forward to Covered Entity any request for amendment of
PHI that Business Associate receives directly from an Individual.
e. Accounting Rights. Business Associate shall, within ten days of receiving a written request from
Covered Entity, maintain and make available to Covered Entity the information necessary for Covered
Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528.
f. Restrictions and Confidential Communications
i. Business Associate shall restrict the Use or Disclosure of an Individual’s PHI within ten days
of notice from Covered Entity of:
A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or
B. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522.
ii. Business Associate shall not respond directly to an Individual’s requests to restrict the Use or
Disclosure of PHI or to send all communication of PHI to an alternate address.
iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can
coordinate and prepare a timely response to the requesting Individual and provide direction
to Business Associate.
g. Governmental Access to Records. Business Associate shall make its facilities, internal practices,
books, records, and other sources of information, including PHI, available to the Secretary for
purposes of determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310.
h. Audit, Inspection and Enforcement
i. Business Associate shall obtain and update at least annually a written assessment performed
by an independent third party reasonably acceptable to Covered Entity, which evaluates the
Information Security of the applications, infrastructure, and processes that interact with the
Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon
request by Covered Entity, Business Associate shall provide to Covered Entity the executive
summary of the assessment.
ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered
Entity’s efforts to audit Business Associate’s compliance with applicable HIPAA Rules. If,
through audit or inspection, Covered Entity determines that Business Associate’s conduct
would result in violation of the HIPAA Rules or is in violation of the Contract or this
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Agreement, Business Associate shall promptly remedy any such violation and shall certify
completion of its remedy in writing to Covered Entity.
i. Appropriate Safeguards
i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.
Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as
provided in this Agreement.
ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures.
iii. Business Associate shall maintain the confidentiality of passwords and other data required
for accessing this information.
iv. Business Associate shall extend protection beyond the initial information obtained from
Covered Entity to any databases or collections of PHI containing information derived from
the PHI. The provisions of this section shall be in force unless PHI is de-identified in
conformance to the requirements of the HIPAA Rules.
j. Safeguard During Transmission
i. Business Associate shall use reasonable and appropriate safeguards including, without
limitation, Information Security measures to ensure that all transmissions of PHI are
authorized and to prevent use or disclosure of PHI other than as provided for by this
Agreement.
ii. Business Associate shall not transmit PHI over the internet or any other insecure or open
communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS-
compliant encryption algorithm.
k. Reporting of Improper Use or Disclosure and Notification of Breach
i. Business Associate shall, as soon as reasonably possible, but immediately after discovery of
a Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this
Agreement, including a Breach of Unsecured Protected Health Information as such notice is
required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103,
C.R.S.
ii. Such notice shall include the identification of each Individual whose Unsecured Protected
Health Information has been, or is reasonably believed by Business Associate to have been,
accessed, acquired, or disclosed during such Breach.
iii. Business Associate shall, as soon as reasonably possible, but immediately after discovery of
any Security Incident that does not constitute a Breach, notify Covered Entity of such
incident.
iv. Business Associate shall have the burden of demonstrating that all notifications were made
as required, including evidence demonstrating the necessity of any delay.
l. Business Associate’s Insurance and Notification Costs
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i. Business Associate shall bear all costs of a Breach response including, without limitation,
notifications, and shall maintain insurance to cover:
A. loss of PHI data;
B. Breach notification requirements specified in HIPAA Rules and in §24-73-103,
C.R.S.; and
C. claims based upon alleged violations of privacy rights through improper use or
disclosure of PHI.
ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract
or otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single
dollar limits, annual aggregate dollar limits, additional insured status, and notice of
cancellation).
iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant
Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist
with incident handling.
iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to
Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this
Agreement.
m. Subcontractors and Breaches
i. Business Associate shall enter into a written agreement with each of its Subcontractors and
agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The
agreements shall require such Subcontractors and agents to report to Business Associate any
use or disclosure of PHI not provided for by this Agreement, including Security Incidents and
Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or
agent knows or should have known of the Breach as required by 45 C.F.R. 164.410.
ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of
any such agreements to Covered Entity on request.
n. Data Ownership
i. Business Associate acknowledges that Business Associate has no ownership rights with
respect to the PHI.
ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered
Entity with any keys to decrypt information that the Business Association has encrypted and
maintains in encrypted form, or shall provide such information in unencrypted usable form.
o. Retention of PHI. Except upon termination of this Agreement as provided in Section 3 below,
Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of this
Agreement, and shall continue to maintain the accounting of disclosures required under Section 1.e
above, for a period of six years.
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2. Obligations of Covered Entity
a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate
safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity, and
security of PHI transmitted pursuant to this Agreement, in accordance with the standards and
requirements of the HIPAA Rules.
b. Notice of Changes
i. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered
Entity shall provide Business Associate with any changes in, or revocation of, permission to
use or disclose PHI, to the extent that it may affect Business Associate’s permitted or required
uses or disclosures.
ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of
PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent
that it may affect Business Associate’s permitted use or disclosure of PHI.
3. Termination
a. Breach
i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall
have the right, in the event of a breach by Business Associate of any provision of this
Agreement, to terminate immediately the Contract, or this Agreement, or both.
ii. Subject to any directions from Covered Entity, upon termination of the Contract, this
Agreement, or both, Business Associate shall take timely, reasonable, and necessary action
to protect and preserve property in the possession of Business Associate in which Covered
Entity has an interest.
b. Effect of Termination
i. Upon termination of this Agreement for any reason, Business Associate, at the option of
Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its
Subcontractors maintain in any form, and shall not retain any copies of such PHI.
ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall
certify in writing to Covered Entity that such PHI has been destroyed.
iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business
Associate shall promptly provide Covered Entity with notice of the conditions making return
or destruction infeasible. Business Associate shall continue to extend the protections of
Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible.
4. Injunctive Relief
Covered Entity and Business Associate agree that irreparable damage would occur in the event Business
Associate or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the
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HIPAA Rules or any applicable law. Covered Entity and Business Associate further agree that money damages
would not provide an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate
agree that Covered Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to
prevent or restrain any Breach or threatened Breach of and to enforce specifically the terms and provisions of
this Agreement.
5. Limitation of Liability
Any provision in the Contract limiting Contractor’s liability shall not apply to Business Associate’s liability
under this Agreement, which shall not be limited.
6. Disclaimer
Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement
or the HIPAA Rules will be adequate or satisfactory for Business Associate’s own purposes. Business Associate
is solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding
of PHI.
7. Certification
Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate’s Information
Security practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business
Associate’s facilities, systems, procedures, and records, at Covered Entity’s expense, if Covered Entity
determines that examination is necessary to certify that Business Associate’s Information Security safeguards
comply with the HIPAA Rules or this Agreement.
8. Amendment
a. Amendment to Comply with Law. The Parties acknowledge that state and federal laws and regulations
relating to data security and privacy are rapidly evolving and that amendment of this Agreement may
be required to provide procedures to ensure compliance with such developments.
i. In the event of any change to state or federal laws and regulations relating to data security
and privacy affecting this Agreement, the Parties shall take such action as is necessary to
implement the changes to the standards and requirements of HIPAA, the HIPAA Rules and
other applicable rules relating to the confidentiality, integrity, availability and security of PHI
with respect to this Agreement.
ii. Business Associate shall provide to Covered Entity written assurance satisfactory to Covered
Entity that Business Associate shall adequately safeguard all PHI, and obtain written
assurance satisfactory to Covered Entity from Business Associate’s Subcontractors and
agents that they shall adequately safeguard all PHI.
iii. Upon the request of either Party, the other Party promptly shall negotiate in good faith the
terms of an amendment to the Contract embodying written assurances consistent with the
standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules.
iv. Covered Entity may terminate this Agreement upon 30 days’ prior written notice in the event
that:
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A. Business Associate does not promptly enter into negotiations to amend the Contract
and this Agreement when requested by Covered Entity pursuant to this Section; or
B. Business Associate does not enter into an amendment to the Contract and this
Agreement, which provides assurances regarding the safeguarding of PHI sufficient,
in Covered Entity’s sole discretion, to satisfy the standards and requirements of the
HIPAA, the HIPAA Rules and applicable law.
b. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the
mutual written agreement of the Parties, without amendment of this Agreement. Any modified or
amended Appendix agreed to in writing by the Parties shall supersede and replace any prior version
of the Appendix.
9. Assistance in Litigation or Administrative Proceedings
Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is
commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by
Business Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon
receipt of such notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause
its employees, Subcontractors, or agents assisting Business Associate in the performance of its obligations under
the Contract to, assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall,
and shall cause its employees, Subcontractor’s and agents to, provide assistance, to Covered Entity, which may
include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors
or agents shall not be required to provide such assistance if Business Associate is a named adverse party.
10. Interpretation and Order of Precedence
Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with
the HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement
shall control. This Agreement supersedes and replaces any previous, separately executed HIPAA business
associate agreement between the Parties.
11. Survival
Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall
survive termination of this contract or this agreement and shall be enforceable by Covered Entity.
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Exhibit D Page 9 of 9
APPENDIX TO HIPAA BUSINESS ASSOCIATE AGREEMENT
This Appendix (“Appendix”) to the HIPAA Business Associate Agreement (“Agreement”) is s an appendix to
the Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the meanings
ascribed to them in the Agreement and the Contract.
Unless the context clearly requires a distinction between the Contract, the Agreement, and this Appendix, all
references to “Contract” or “Agreement” shall include this Appendix.
1. Purpose
This Appendix sets forth additional terms to the Agreement. Any sub-section of this Appendix marked as
“Reserved” shall be construed as setting forth no additional terms.
2. Additional Terms
a. Additional Permitted Uses. In addition to those purposes set forth in the Agreement, Business
Associate may use PHI for the following additional purposes:
i. Reserved.
b. Additional Permitted Disclosures. In addition to those purposes set forth in the Agreement, Business
Associate may disclose PHI for the following additional purposes:
i. Reserved.
c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents of
Business Associate may receive PHI under the Agreement:
ii. Reserved.
b. Definition of Receipt of PHI. Business Associate’s receipt of PHI under this Contract shall be deemed
to occur, and Business Associate’s obligations under the Agreement shall commence, as follows:
i. Reserved.
c. Additional Restrictions on Business Associate. Business Associate agrees to comply with the
following additional restrictions on Business Associate’s use and disclosure of PHI under the
Contract:
i. Reserved.
d. Additional Terms. Business Associate agrees to comply with the following additional terms under the
Agreement:
i. Reserved.
DocuSign Envelope ID: F18156ED-635F-4ABA-8E1F-E6B5FA5835A5
09/15/2023
Certificate Of Completion
Envelope Id: 0BD5771CABA647718C254C492492C4DF Status: Completed
Subject: John Elway Chevrolet | Pitkin County Contract 001.24 for Review and Signature
Source Envelope:
Document Pages: 95 Signatures: 6 Envelope Originator:
Certificate Pages: 5 Initials: 0 Pitkin County Procurement
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
530 East Main Street
Suite 203
Aspen, CO 81611
Procurement@PitkinCounty.com
IP Address: 216.237.91.144
Record Tracking
Status: Original
3/14/2024 9:22:09 AM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Matt Bergstresser
matt.bergstresser@pitkincounty.com
Fleet Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 65.38.144.66
Sent: 3/14/2024 9:30:42 AM
Viewed: 3/14/2024 2:05:39 PM
Signed: 3/14/2024 2:12:43 PM
Electronic Record and Signature Disclosure:
Accepted: 3/14/2024 2:05:39 PM
ID: 71a18f0d-cd9e-4d22-bb5b-53135749f308
Company Name: Pitkin County, Colorado
Brian Pettet
Brian.Pettet@PitkinCounty.com
Public Works Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 71.196.148.43
Signed using mobile
Sent: 3/14/2024 2:12:46 PM
Viewed: 3/14/2024 4:01:02 PM
Signed: 3/14/2024 4:01:46 PM
Electronic Record and Signature Disclosure:
Accepted: 3/14/2024 4:01:02 PM
ID: 96abda5e-fdfc-4c71-8299-d42fca3665f5
Company Name: Pitkin County, Colorado
Sarah Dudgeon
sdudgeon@elwaydealers.net
GOVERNMENT FLEET MANAGER
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 74.81.169.173
Sent: 3/14/2024 4:01:49 PM
Viewed: 3/14/2024 4:02:28 PM
Signed: 3/14/2024 4:02:39 PM
Electronic Record and Signature Disclosure:
Accepted: 3/14/2024 4:02:28 PM
ID: 4b53fc47-6387-491f-a24a-e1d3c95f639e
Company Name: Pitkin County, Colorado
Rich Englehart
rich.englehart@pitkincounty.com
Deputy County Manager
Pitkin County
Signing Group: County Manager Group
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.103.36.129
Signed using mobile
Sent: 3/14/2024 4:02:41 PM
Viewed: 3/14/2024 4:07:36 PM
Signed: 3/14/2024 4:07:48 PM
Signer Events Signature Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Pitkin County Procurement
procurement@pitkincounty.com
Procurement Specialist
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 3/14/2024 4:07:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 3/14/2024 4:07:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/14/2024 9:30:42 AM
Certified Delivered Security Checked 3/14/2024 4:07:36 PM
Signing Complete Security Checked 3/14/2024 4:07:48 PM
Completed Security Checked 3/14/2024 4:07:51 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide
you with certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically when we send you documents for
electronic signature.
Acknowledging your Access, Intent, and Consent to Receive and Sign Materials
Electronically
To confirm that you can access this information electronically, which will be similar to other
electronic notices and disclosures that we will provide to you, please verify that you were able to
read this electronic disclosure and that you also were able to print on paper or electronically save
this page for your future reference and access or that you were able to e-mail this disclosure and
consent to an address where you will be able to print on paper or save it for your future reference
and access. Further, if you consent to receive notices and disclosures exclusively in electronic
format on the terms and conditions described above, please let us know by clicking the 'I agree'
button below.
By checking the 'I Agree' box, I confirm that:
I am establishing my intent to be bound to the transaction, and indicating that I am fully
aware of the purpose for which the signature is being provided.
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify Pitkin County as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgments, and other documents that are required to be provided or made
available to me by Pitkin County during the course of my relationship with you.
Signing Documents without a Pitkin County DocuSign Account:
Pitkin County may not require all document signers to be authorized users of the Pitkin County
DocuSign Account. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to these terms and
conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this
document. When you don't have a DocuSign account, you will be provided the opportunity to
agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can
download and retain this disclosure. Pitkin County will forward completed documents that
you've reviewed, processed or signed via email. Should you require copies of these signed
documents (e.g., if they get deleted from your email account) you should request those
documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin
County custodian who sent you the document for signature.
Signing Documents with a Pitkin County DocuSign Account:
Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM
Parties agreed to: Matt Bergstresser, Brian Pettet, Sarah Dudgeon
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to these terms and conditions, please
confirm your agreement by clicking the 'I agree' button at the bottom of this document.
Getting paper or electronic copies
At any time, you may request from us a paper or electronic copy of any record provided or made
available electronically to you by us. For such copies, as long as you are an authorized user of
the DocuSign system you will have the ability to download and print any documents we send to
you through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper or
electronic copies of any such documents from our office to you, you may be charged a per-page
fee. You may request delivery of such paper or electronic copies from us by following the
procedure described below.
Withdrawing your consent
If you are an authorized DocuSign Account holder, you can decide to receive notices and
disclosures from us electronically, you may at any time change your mind and tell us that
thereafter you want to receive required notices and disclosures only in paper format. Described
below is the process for informing us of your decision to receive future notices and disclosure in
paper format and also how to withdraw your consent to receive notices and disclosures
electronically.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign user account to receive required notices and consents electronically from us or to sign
electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgments, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Pitkin County:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to Helpdesk@provelocity.com
To advise Pitkin County of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at Helpdesk@provelocity.com and
in the body of such request you must state: your previous e-mail address, your new e-mail
address .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper or electronic copies from Pitkin County
To request delivery from us of paper or electronic copies of the notices and disclosures
previously provided by us to you electronically, you should request those documents from Pitkin
County under the Colorado Open Records Act by contacting the Pitkin County custodian who
sent you the document for signature.
To withdraw your consent with Pitkin County
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.