1202 Task Force DQ

Colorado Department of Education

Solicitation DQ-ER-CDE-14-015

Colorado K-12 Assessments Cost and

Implementation Study

Table of Contents SECTION 1. OVERVIEW ..........................................................................................................................................3

SECTION 2. ADMINISTRATIVE INFORMATION .........................................................................................3

A. POINT OF CONTACT...........................................................................................................3

B. COMMUNICATIONS............................................................................................................3

C. TAX EXEMPTION .................................................................................................................3

D. PERFORMANCE OUTSIDE THE STATE OF COLORADO AND/OR THE

UNITED STATES ...............................................................................................................................4

E. LEGAL RESIDENTS .............................................................................................................4

F. DQ TIMELINE.........................................................................................................................4

G. SELECTION .............................................................................................................................5

H. TERM ..........................................................................................................................................6

I. WORK LOCATION ...............................................................................................................6

J. RIGHTS IN DATA, DOCUMENTS AND COMPUTER

SOFTWARE…………………………………………………………..6

K. SCOPE OF WORK MODIFICATIONS………………………………6

L. SUB-CONTRACTING………………………………………………….6

M.. ADDITIONAL REQUIREMENTS.....................................................................................7

SECTION 3. STATEMENT OF WORK................................................................................................................7

SECTION 4. OFFEROR QUALIFICATIONS .....................................................................................................9

A. QUALIFICATIONS ................................................................................................................9

SECTION 5. COSTS/COMPENSATION...............................................................................................................10

SECTION 6. EVALUATION .....................................................................................................................................11

SECTION 7. SUBMISSION REQUIREMENTS..................................................................................................11

A. QUESTIONS .............................................................................................................................11

B. RESPONSES .............................................................................................................................11

C. SUBMIT......................................................................................................................................12

SECTION 8. AWARD INFORMATION................................................................................................................13

ATTACHMENT A - SIGNATURE PAGE

ATTACHMENT B - PURCHAS E ORDER TERMS AND CONDITIONS

ATTACHMENT C – W-9

ATTACHMENT D – FERPA CONFIDENTIALITY DOCUMENT

ATTACHMENT E - CONFIDENTIALITY AND PROTECTION OF

IDENTIFIABLE INFORMATION ADDITIONAL

TERMS ANDCONDITIONS DOCUMENT

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SECTION 1. OVERVIEW

Sections 2-2-1801 through 1804, C.R.S. (House Bill 14-1202) requires the creation of a Standards and Assessments Task Force to study how the statewide student assessment system is

administered, how the data obtained from the assessments are used, and the impact of statewide student assessments on local testing systems, instructional time, and administrative workload for school districts and public schools. The task force is required to prepare a final report of its

findings and any legislative recommendations for the General Assembly by no later than January 31, 2015. One component of the task force’s final report must include an analysis of the costs to

the Colorado Department of Education (CDE), school districts and charter schools of preparing for and administering both statewide and local assessments, including an analysis of opportunity costs, and local capacity to implement standards and assessments.

CDE is soliciting competitive quotations from offerors to conduct the assessments cost and

implementation analysis and provide findings to the Standards and Assessments Task Force by no later than November 15, 2014.

SECTION 2. ADMINISTRATIVE INFORMATION

A. Point of Contact

The sole point of contact for this solicitation is:

Eva Reynolds 201 East Colfax Avenue, Room 409 Denver, CO 80203-1799

Phone: (719) 499-2367 E-mail: [email protected]

B. Communications

All communication from CDE will be via postings on the State’s Bid Information and

Distribution System (BIDS) website located at http://www.bidscolorado.com/. CDE will post notices that will include, but are not limited to, any modifications to requirements;

answers to questions received, and notice of award. It is the responsibility of the offeror to

carefully and regularly monitor BIDS for any such postings. Offerors must be registered

on BIDS in order to download solicitation documents, information and respond.

C. Tax Exemption

The State of Colorado, as purchaser, is exempt from all federal excise taxes under Chapter

32 of the Internal Revenue Code (Registration No. 84-730123K) and from all state and local government use taxes (Section 39-26-704, C.R.S.). The State and Local Sales Tax Exemption Number for the State of Colorado is 98-02565.

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D. Performance Outside the State of Colorado and/or the United States

Following the issuance of a Purchase Order or State Contract, Contractor shall provide

written notice to the State if Contractor intends to perform or subcontract for the performance of Services outside the State of Colorado and/or the United States. Such notice

shall specify the type of services to be performed outside the State of Colorado and/or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations. All notices received by the State shall be posted on the

Colorado Department of Personnel & Administration’s website. Knowing failure by Contractor to provide notice to the State under this provision shall constitute a material

breach of any contract/purchase order awarded pursuant to this solicitation.

E. Legal Residents

1. By responding to this solicitation, the offeror certifies that it shall comply with the

provisions of Section 8-17.5-101, C.R.S. et seq. The successful offeror shall not knowingly engage an illegal alien to perform work under the resulting State Purchase

Order (PO), or enter into a contract with a subcontractor that fails to certify to the successful offeror that the subcontractor shall not knowingly engage an illegal alien to perform work under the contract. The offeror represents, warrants, and agrees that it (i)

will verify that it does not engage any illegal aliens through participation in the federal Basic Pilot Employment Verification Program and (ii) otherwise will comply with the

requirements of Section 8-17.5-102(2)(b), C.R.S. The offeror shall comply with all reasonable requests made in the course of an investigation under Section 8-17.5-102, C.R.S. Failure to comply with any requirement of this provision or Section 8-17.5-101 et

seq. C.R.S. shall be cause for termination for breach and the offeror shall be liable for actual and consequential damages.

2. The offeror, if a natural person eighteen (18) years of age or older, hereby swears or affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions

of Section 24-76.5-101 et seq. C.R.S., and (iii) shall produce one form of identification required by Section 24-76.5-103, C.R.S. prior to the effective date of the resulting PO or

contract.

F. DQ Timeline

1. The deadline for responses to this solicitation is June 26, 2014 at 12:00 PM (MDT).

2. Late responses will not be considered. It is the responsibility of the offeror to ensure that their response is received in the manner prescribed in Section 6.0 Submittal

Requirements on or before the response due date and time. Responses may be modified or withdrawn prior to the response due date and time.

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G. Selection

1. Selection will be made of the responsible offeror whose acceptable response is

determined to be the most advantageous to CDE, at CDE’s sole discretion, cost/price being the primary consideration. This solicitation will result in a fixed-price Purchase

Order (PO) or contract. CDE reserves the right to make an award without further discussion of responses received. Therefore, it is important that responses be submitted in the most complete terms possible from both the technical and cost/price standpoint.

2. Upon selection of an offeror by CDE, a PO will be offered to the successful offeror. In the event that the successful offeror’s forms (or parts of forms) are included in the

successful offeror’s response and included as attachments or exhibits to the final PO, the offeror agrees that, where there are contradictions or inconsistencies, the terms of the PO shall always supersede, manage, and control those of any such attachment or exhibit.

CDE’s PO Terms and Conditions are published with this solicitation on BIDS as a separate document as Attachment B.

3. The contents of the response, including persons specified to implement the project, of the successful offeror will become contractual obligations of the PO. Failure of the selected offeror to accept these obligations in a PO may result in cancellation of the selection.

4. Any restrictions on the use or inspection of material contained within the response shall be requested prior to the submission of the response itself. Written requests for

confidentiality shall be submitted to the Purchasing Agent by the offeror prior to the proposal submission date. The offeror must state specifically what portion(s) of the response it is requesting to be considered confidential/proprietary with an explanation of

the reasons that the materials are considered confidential/proprietary. The Purchasing Agent will inform the offeror in writing which portions of the confidentiality/proprietary

request will be honored and which will not. Requests shall adhere to the following:

a. Confidential/proprietary information must be readily identified marked and separated/packaged from the rest of the response.

b. Co-mingling of confidential/proprietary and other information is NOT acceptable. Neither a response in its entirety nor the response cost/price information will be

considered confidential and/or proprietary.

5. Any information that will be included in any resulting PO or contract cannot be considered confidential.

6. Upon vendor selection and PO or contract issuance, the responses shall be open to public inspection subject to any continued prohibition on the disclosure of confidential data,

C.R.S. Title 24, Article 72, Part 2, as amended.

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H. Term

The anticipated term of the PO resulting from this solicitation is August 1, 2014 or upon

final execution of the PO through November 30, 2014.

I. Work Location

Work will be performed offsite. State-wide travel may be required. In addition, local meetings, status meetings and working meetings may occur either at the Colorado

Department of Education, at 201 E. Colfax Ave., Denver, CO 80203, or at the locations where the Standards and Assessments Tasks Force holds its meetings. All travel exepenses

are to be included with offeror’s cost proposal.

J. Rights in Data, Documents, and Computer Software

Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or work product of any type, including drafts, prepared by

Offeror in the performance of its obligations under the resulting contract (the Work Product) shall be the exclusive property of the State and Offeror shall deliver all such Work Product to the State upon completion, termination, or cancellation of the contract. The rights of the

State with respect to such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use such Work Product.

The parties acknowledge that any Work Product developed from Federal funds may be the property of the Federal government, in which case the State reserves a royalty-free, non-exclusive, irrevocable license to reproduce, publish and otherwise use, and authorize others

to use, such Intellectual Property for the purposes of the State and the Federal government. The State desires to avoid the use of proprietary systems for this project. The Awarded

Offeror shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Awarded Offeror’s obligations under the purchase order/contract, without the prior written consent of the State. The rights of the State with

respect to such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use such property. The State shall be

the owner of all licenses to third party proprietary operating and vendor software packages provided by Offeror.

K. Scope of Work Modifications

The CDE reserves the right to make minor changes in scope through a purchase

order/contract amendment by mutual agreement with Awarded Offeror. L. Subcontracting

Subcontracting will allowed to provide any of the services requested in this solicitation with the prior approval of CDE personnel. If allowed, subcontractor and all personnel will be

managed by the awarded offeror.

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M. Additional Requirements

1. At CDE’s option, offerors submitting a proposal may be required, during the period of

this solicitation, to make a formal presentation to and/or attend a meeting to discuss their proposal/work experience with members of the evaluation committee.

2. In the event that the successful offeror must access any student level data, the offeror must adhere to existing privacy/security standards established by the Family Educational Rights and Privacy Act (FERPA) and to CDE’s data privacy and security policies. The

candidate shall protect the confidentiality of all Colorado students and their associated educational records. Except for officially approved purposes, no information about or

obtained from, any student or teacher shall be disclosed to any party other than CDE, without prior written consent. Awarded offeror will be required to sign the FERPA Confidentiality Agreement (Attachment D) and Confidentiality and Protection of

Identifiable Information Additional Terms and Conditions (Attachment E).

3. It will be the responsibility of the successful offeror to meet the scope of the project by

providing appropriate information as well as adequate resources to ensure the successful implementation of this project.

SECTION 3: STATEMENT OF WORK

CDE is soliciting for competitive quotations from offerors to perform a comprehensive analysis

of the costs to CDE, Colorado school districts and Colorado charter schools of preparing for and administering both statewide and local assessments, including an analysis of opportunity costs, and local capacity to implement standards and assessments.

Final findings from this analysis must be provided to the Standards and Assessments Task Force

no later than November 15, 2014, with interim findings provided to the Task Force periodically between the execution of the PO/contract and the date of final findings.

A. The study shall consider, at a minimum, the following issues:

1. The administration of statewide assessments within school districts and charter schools, including but not limited to:

a. The assessment timelines for the 2014-15 school year and school years thereafter;

b. The total annual cost to CDE and to school districts and charter schools of preparing for and administering the statewide assessments;

c. The total number of days required to prepare for and administer statewide assessments and the total time students annually spend preparing for and taking

statewide assessments;

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d. The cost to school districts and charter schools of diverting time and resources to preparation and administration of statewide assessments and away from instruction;

and

e. The timeline for receiving statewide assessment results.

2. The administration of local assessments by school districts and charter schools, including

but not limited to:

a. The local assessments administered by school districts and charter schools to supplement statewide assessments;

b. The costs to school districts and charter schools of preparing for and administering the local assessments;

c. The local assessment timelines;

d. The total number of days required to prepare for and administer local assessments and the total time students annually spend preparing for and taking local assessments;

e. The cost to school districts and charter schools of diverting time and resources to

preparation and administration of local assessments and away from instruction;

f. The timeline for administering new or additional local assessments;

g. The timeline for receiving local assessment results;

h. The cost to a school district or charter school of administering, the time required to prepare for, and the time students annually spend in taking assessments that the

school district or charter school chooses to administer in addition to the local assessments; and

i. The combined impact of statewide and local assessments on classroom instruction.

3. The feasibility of allowing school districts and charter schools flexibility regarding statewide requirements for academic performance and flexibility to reduce the amount of duplication in testing caused by administering both statewide and local assessments,

including but not limited to the resulting impacts on accountability, comparability of performance among public schools and school districts, and quality of education.

4. The ability of school districts and charter schools to implement standards and

assessments in compliance with Section 22-7-1013, C.R.S., and to implement part 12 of

article 7 of title 22, C.R.S., including but not limited to:

a. Available resources for creating or purchasing and implementing curricula, including textbooks;

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b. The extent of broadband access and the availability of technology within school

districts and charter schools; c. The school districts' and charter schools' proportional use of curricula, including

textbooks, broadband, and technology, for testing and for educational purposes other than testing; and

d. The adequacy of staffing and professional development for staff within school districts and charter schools.

5. The feasibility and consequences of extending timelines and implementing hold harmless

periods in all state accountability systems for school districts, the state charter school institute, public schools, and educators.

6. The feasibility and consequences of allowing parents to excuse their children from

statewide assessment programs without negatively impacting individual school districts, public schools, teachers, or principals. In analyzing this issue, the study shall consider any available data regarding parents' reasons for excusing their children from statewide

assessment Programs.

B. In conducting the study, the offeror shall, at a minimum, seek input from a re sample of school districts and public schools through the use of techniques such as focus groups, surveys, and interviews.

C. When considering feasibility with regard to the issues included in the study, the offeror, at a

minimum, shall consider the expense that the state may incur as a result of a decrease in or

loss of federal moneys and the effect that a change in the statewide assessment requirements may have on the state's ability to identify and measure gaps in academic achievement among

identified student groups. SECTION 4. OFFEROR QUALIFICATIONS

Failure of offeror to meet the following qualifications will result in elimination of offeror’s

response / proposal from consideration. All personnel that may have access to FERPA protected information may be required to pass a background check, as well as sign a FERPA Confidentiality Agreement (Attachment D) and the Confidentiality and Protection of

Identifiable Information Additional Terms and Conditions Document (Attachment E). All offerors prior to proposal submission are required to review these documents for acceptance if

selected as the awarded offeror.

A. Qualifications

1. The successful offeror must have at least five years of demonstrated experience and knowledge of public education and the current context of education initiatives in

Colorado.

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2. The successful offeror must have at least five years of demonstrated experience conducting cost studies and analyses using a variety of cost capturing and modeling

techniques.

3. The successful offeror must have demonstrated expertise in conducting research in the public sector including effective use of such research techniques as sampling, focus groups, surveys, interviews, and statistical analyses.

4. All personnel assigned to this project must be available to perform the tasks and duties

assigned to them for the corresponding duration set forth in the project plan. The successful offeror shall not change such personnel unless CDE reasonably requests such a change, in the event of a termination (voluntary or involuntary), resignation, grave

personal circumstance, illness or disability or death involving personnel; or required by law.

5. Personnel assigned to this project must:

a. Possess knowledge of the Colorado education environment;

b. Have demonstrated expertise in cost studies and cost analysis;

c. Have demonstrated expertise in conducting social sector research studies;

d. Have strong organization, verbal and written communication skills; and

e. Be able to communicate effectively and confidently with users, team members and

management. Must be flexible and willing to undertake a wide variety of challenging

tasks.

SECTION 5. COSTS/COMPENSATION

A. Submit a firm, fixed-price for the deliverables described in Section 3.0 Statement of Work of this solicitation. Quotes which exceed $75,000.00 will not be considered for award.

B. The cost/price quotation(s) shall include all costs incurred by the vendor and its personnel

in the performance of the Project work. NO ADDITIONAL COSTS WILL BE

REIMBURSED.

The resulting PO is subject to and contingent upon the continuing availability of state funds for the purpose hereof. The successful offeror recognizes that it is to be paid, reimbursed or otherwise compensated with funds provided to CDE for the purpose of contracting for the

services provided herein. The successful offeror expressly understands and agrees that all its rights, demands and claims to compensation arising under the resulting PO are contingent

upon receipt of such funds by CDE. In the event that CDE does not receive such funds, or any part thereof, CDE may immediately terminate this PO without liability, including liability for termination cost.

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SECTION 6. EVALUATION

The evaluation committee will be the members of the statutorily appointed Standards and Assessment Task Force. The Task Force will use criteria to determine the proposal(s) that will

be most advantageous to the state for the tasks, and/or deliverables described in the Statement of

Work, Section 3 and Submittal Requirement Section 7, as well as the approach the offeror is proposing and the likelihood that the timelines can be met. Submitted proposals must clearly

address how all tasks in the Statement of Work will be achieved. Proposals should speak directly to each of the tasks required in the Statement of Work. The focus will be determining

how well the offeror’s proposal meets the state’s needs in its: A. Cost proposal.

B. Project Approach – (approach used to ensure timelines and deliverables are met).

C. Technical approach (approach used to ensure scope is met).

D. Experience.

SECTION 7. SUBMISSION REQUIREMENTS

A. Questions/Inquiries

1. Questions regarding this DQ will be accepted only in writing via email until June 13,

2014, 5:00 PM (MDT), no questions will be accepted after this date and time.

2. Send questions to: Eva Reynolds at [email protected]. Include the DQ number in the subject line of the e-mail.

3. CDE’s response to all questions will be posted on BIDS approximately June 18, 2014.

B. Responses

1. Responses will be accepted via e-mail only by the due date of June 26, 2014, 12:00 PM

(MDT). Send one (1) electronic version to Eva Reynolds, Purchasing Agent at

[email protected]. In the body of the e-mail, include:

a. The solicitation number.

b. The solicitation title.

c. The solicitation due date and time.

2. Please limit your response to this DQ to twenty (20) pages, excluding documented evidence of experience.

3. Unnecessarily lengthy responses are not desired. Responses exceeding 30 pages for entire proposal (including portfolio of sample work, and exhibits) may disqualify offerors

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from consideration. Font size for basic narrative descriptions must be no smaller than 12 characters per inch.

C. Submit

1. A narrative detailing the offeror’s background and experience as it relates to Section 3.0

Statement of Work of this solicitation.

a. Provide at least two specific qualifications for successfully implemented projects similar to the project requested from this Statement of Work.

b. A primary offeror point of contact for the project, including name, position description, phone number, and e-mail address.

2. Three references from current and/or past customers for the last three years, of comparable size and scope, who can attest to the offeror’s experience and qualifications as it relates to the scope of the work described above. Each reference must include the

following information:

a. Client Name

b. Project Name

c. Contact Name

d. Contact Title

e. Contact Phone Number

3. A proposed approach to delivering the services outlined in Section 3.0, Statement of

Work, that are provided in this solicitation, include specific stakeholder engagement methodology and the timeline for each service.

4. A proposed timeline for completing the study tasks and providing periodic updates,

interim reports, and a final report by November 15, 2014 to the Standards and Assessment Task Force such that the Task Force can meet its deadline of having a final

report of its work and recommendations, based in part on the offeror’s study, by January 2015.

5. Evidence of the ability to communicate complex issues to general audiences.

6. Resumes of the individuals proposed to perform the work and/or offeror’s owner.

7. Listing of offeror’s job awards/assignments for the last six months.

CDE reserves the right to independently identify and contact other references in addition to those listed above.

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8. Complete, sign and submit the “Signature Page”, which is Attachment A of this solicitation.

9. Complete, sign and submit page 2 “W-9 form”, which is Attachment C of this solicitation.

10. Provide a statement that offeror has reviewed Attachments B, D and E and accepts the conditions of these documents.

11. Cost Proposal

SECTION 8. AWARD INFORMATION

A. This is a fixed price solicitation. Pricing must remain firm for the entire term of the PO. Any

unique changes or modifications to the PO will be negotiated on a case-by-case basis ONLY, with final determination made by CDE.

B. CDE reserves the right to reject all quotes and re-solicit at any time prior to the PO start date.

CDE reserves the right to cancel this solicitation in its entirety at any time without penalty. Illegible quotes or writing shall be deemed non-responsive and will not be evaluated. A quote

with missing or inconsistent information may be considered non-responsive and may not be evaluated. CDE will be the sole judge in determining the acceptability of an offer. CDE also reserves the right to reject any or all quotes in part or in whole and to waive technicalities as

allowed in the Procurement Rules.

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ATTACHMENT A

COLORADO DEPARTMENT OF EDUCATION

DOCUMENTED QUOTE SIGNATURE SHEET

Date: 06/06/2014 Quote Number: DQ-ER-CDE-14-015

Return all Quotes to: ereynolds520@comcast.

net Purchasing Agent: Eva Reynolds

Quote Due Date: 06/26/2014 Quote Due Time: 12:00 PM MDT

All Quotes Shall be Quoted F.O.B. Destination unless Otherwise Specified

NOTE: You must be registered on State of Colorado BIDS System to respond to this solicitation

DQ-ER-CDE-14-015 Colorado K-12 Assessments Cost and Implementation Study

Per the attached specifications, terms and conditions

F.E.I.N.:

Authorized Signature:

Typed/Printed Name:

Title:

Company Name:

Address:

City: State: Zip:

Phone Number: Fax Number:

Contact for Clarifications:

Title:

Phone Number: Fax Number:

E-mail Address: The purpose of this signature sheet is to fully identify respondents so they may be considered, to quickly identify the costs and billing terms, and to provide basic information applicable to all solicitations. Submit only this page, the signature

sheet, (completed and signed), price pages(s), supporting descriptive/technical literature for substitutes where applicable,

and other enclosures requested or relevant to this solicitation. In submitting an offer, you are acknowledging acceptance of the related documents.

Vendors are urged to read the solicitation document thoroughly before submitting a quote.

Vendors are required to submit Federal Employer Identification Number (F.E.I.N.) prior to payment of P.O.

Are you registered on BIDS _______Yes _______No

____ Confirm that you are aware that the award notice will be published on BIDS.

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ATTACHMENT B Purchase Order Terms and Conditions 1. Offer/Acceptance. If this purchase order (“PO”) refers to vendor’s bid or proposal,

this PO is an ACCEPTANCE of vendor’s OFFER TO SELL in accordance with the terms and conditions of the “solicitation” identifi ed in vendor’s bid or proposal. The solicitation includes an RFP, IFB, or any other form of order by buyer. If a bid or proposal is not referenced, this PO is an OFFER TO BUY, subject to vend or’s acceptance, demonstrated by vendor’s performance or written acceptance of this PO. Any COUNTER-OFFER TO SELL automatically CANCELS this PO, unless a change order is issued by buyer accepting a counter-offer. This PO shall supersede and control over any vendor form(s) or part(s) thereof included in or attached to any bid, proposal, offer, acknowledgment, or otherwise, in the event of inconsistencies or contradictions, regardless of any statement to the contrary in such form(s) or parts thereof. 2. Safety Information. All chemicals, equipment and materials proposed and/or used in the performance of this PO shall conform to the requirements of the Occupational Safety and Health Act of 1970. Vendor shall furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous materials at the time of delivery. 3. Changes. Vendor shall furnish products and/or services strictly in accordance with the specifications and price set forth for each item. This PO shall not be modified, superseded or otherwise altered, except in writing signed by purchasing agent and accepted by vendor. Each shipment received or servi ce performed shall comply with the terms of this PO, notwithstanding invoice terms or acts of vendor to the contrary, unless this PO has been modified, superseded or otherwise al tered in accordance with this section. 4. Delivery. Unless otherwise specified in the solicitation or this PO, delivery shall be FOB destination. Buyer is relying on the promised delivery date, installa tion, and/or service performance set forth in vendor’s bid or proposal as material and basic to buyer’s acceptance. If vendor fails to deliver or perform as and when promised, buyer, in its sole discretion, may cancel its order, or any part thereof, without prejudice to its other rights, return all or part of any shipment so made, and charge vendor with any loss or expense sustained as a result of such failure to deliver or perform as promised. Time is of the essence. 5. Intellectual Property. Any software, research, reports, studies, data, photographs, negatives or other documents, drawings or materials (collectively “materials”) delivered by vendor in performance of its obligations under this PO shall be the exclusive property of buyer. Ownership rights shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the materials. Vendor shall comply with all applicable Cyber Security Policies of the State of Colorado (the “State”), or buyer, as applicable, and all confidentiality and non-disclosure agreements, security controls, and reporting requirements. 6. Quality. Buyer shall be the sole judge in determining “equals” with regard to quality, price and performance. All products delivered shall be newly manufactured and the current model, unless otherwise specified. 7. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Title 4 (“CUCC”), relating to implied and/or express warranties are incorporated herein, in addition to any warranties contained in this PO or the specifications. 8. Inspection and Acceptance. Final acceptance is contingent upon completion of all applicable inspection procedures. If products or services fail to meet any inspection requirements, buyer may exercise all of its rights, including those provided in the CUCC. Buyer shall have the right to inspect services provided under this PO at all reasonable times and places. "Services" as used in this section includes services performed or tangible material produced or delivered in the performance of services. If any of the services do not conform to PO requirements, buyer may require vendor to perform the services again in conformity with PO requirements, without additional payment. When defects in the quality or quantity of service cannot be corrected by re-performance, buyer may (a) require vendor to take necessary action to ensure that future performance conforms to PO requirements and (b) equitably reduce the payment due vendor to reflect the reduced value of the services performed. These remedies do not limit the remedies otherwise available in this PO, at law, or in equity. 9. Cash Discount. The cash discount period will start from the later of the date of receipt of acceptable invoice, or from date of receipt of acceptable products/services at the specified destination by an authorized buyer representative. 10. Taxes. Buyer and the State are exempt from all federal excise taxes under Chapter 32 of the Internal Revenue Code [No. 84 -730123K] and from all State and local government sales and use taxes [CRS, Title 39, Article 26, Parts I and II]. Such exemptions apply when materials are purchased for the benefit of State, except that in certain political subdivisions (e.g., City of Denver) vendor may be required to pay sales or use taxes even though the ultimate product or service is provided to buyer. Buyer shall not reimburse such sales or use taxes. 11. Payment. Buyer shall pay vendor for all amounts due within 45 days after receipt of products or services and a correct notice of amount due. Interest on the unpaid balance shall begin to accrue on the 46th day at the rate set forth in CRS §24-30-202(24) until paid in full. Interest shall not accrue if a good faith dispute exists as to buyer’s obligation to pay all or a portion of the amount due. Vendor shall invoice buyer separately for interest on delinquent amounts due, referencing the delinquent payment, number of day’s interest to be paid, and applicable interest rate. 12. Vendor Offset. [Not Applicable to Inter-governmental POs] Under CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action. 13. Assignment and Successors. Vendor shall not assign rights or delegate duties under this PO, or subcontract any part of the performance required under this PO, without the express, written consent of buyer. This PO shall inure to the benefit of and be binding upon vendor and buyer and their respective successors and assigns. Assignment of accounts receivable may be made only upon written notice furnished to buyer. 14. Indemnification. If any article sold or delivered under this PO is covered by a patent, copyright, trademark, or application therefore, vendor shall indemnify and hold harmless buyer from any and all loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions or judgments arising out of manufacture, sale or use of such article in violation or infringement of rights under such patent, copyright, trademark or application. If this PO is for services, vendo r shall indemnify, save, and hold harmless buyer, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related expenses, incurred as a result of any act or omission by vendor, or its employees, agents, subcontractors or assignees, arising out of or in connecti on with performance of services under this PO. 15. Independent Contractor. Vendor shall perform its duties hereunder as an independent contractor and not as an employee. Neither vendor nor any agent o r employee of vendor shall be deemed to be an agent or employee of buyer. Vendor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through buyer and buyer shall not pay for or otherwise provide such coverage for vendor or any of its agents or employees. Unemployment insurance benefits will be available to vendor and its employees and agents only if coverage is made available by vendor or a third party. Vendor shall pay when due all applicable employment, income, and local head taxes incurred pursuant to this PO. Vendor shall not have authorization, express or implied, to bind buyer to any agreement, liability or understanding, except as expressly set forth herein. Vendor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by buyer, and (c) be solely responsible for its acts and those of its employees and agents. 16. Communication. All communication concerning administration of this PO, prepared by vendor for buyer’s use, shall be furnished solely to purchasing agent. 17. Compliance. Vendor shall strictly 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. 18. Insurance. Vendor shall obtain, and maintain, at all times during the term of this PO, insurance as specified in the solicitation, and p rovide proof of such coverage as requested by purchasing agent. 19. Termination Prior to Shipment. If vendor has not accepted this PO in writing, buyer may cancel this PO by written or oral notice to vendor prior to shipment of goods or commencement of services. 20. Termination for Cause. (a) If vendor refuses or fails to timely and properly perform any of its obligations under this PO with such diligence as will ensure its completion within the time specified herein, buyer may notify vendor in writing of non-performance and, if not corrected by vendor within the time specified in the notice, terminate vendor's right to proceed with the PO or such part thereof as to which there has been delay or a failure. Vendor shall continue performance of this PO to the extent not terminated and be liable for excess costs incurred by buyer in procuring similar goods or services elsewhere. Payment for completed services performed and accepted shall be at the price set forth in this PO. (b) Buyer may withhold amounts due to vendor as buyer deems necessary to reimburse buyer for excess costs incurred in curing, completing or procuring similar goods and services.(c) If after rejection, revocation, or other termination of vendor's right to proceed under the CUCC or this clause, buyer determines for any reason that vendor was not in default or the delay was excusable, the rights and obligations of buyer and vendor shall be the same as if the notice of t ermination had been issued pursuant to termination under §21. 21. Termination in Public Interest. Buyer is entering into this PO for the purpose of carrying out the public policy of the State, as determined by its Governor, General Assembly, and Courts. If this PO ceases to further the public policy of the State, buyer, in its sole discretion, may terminate this PO in whole or in part and such termination shall not be deemed to be a breach of buyer’s obligations hereunder. This section shall not apply to a termination for vendor’s breach, which shall be governed by §20. Buyer shall give written notice of termination to vendor specifying the part of the PO terminated and when termination becomes effective. Upon receipt of notice of termination , vendor shall not incur further obligations except as necessary to mitigate costs of performance. For services or specially manufactured goods, buyer shall pay (a) reasonable settlement expenses, (b) the PO price or rate for supplies and services delivered and accepted, (c) reasonable costs of performance on unaccepted supplies and services, and (d) a reasonable profit for the unaccepted work. For existing goods, buyer shall pay (e) reasonable settlement expenses, (f ) the PO price for goods delivered and accepted, (g) reasonable costs incurred in preparation for delivery of the undelivered goods, and (h) a reasonable profit for the preparatory work. Buyer’s termination liability under this section shall not exceed the total PO

Page 16 of 28

price plus a reasonable cost for settlement expenses. Vendor shall submit a termination proposal and reasonable supporting do cumentation, and cost and pricing data as required by CRS §24-106-101, upon request of buyer. 22. PO Approval. This PO shall not be valid unless it is executed by purchasing agent. Buyer shall not be responsible or liable for products o r services delivered or performed prior to proper execution hereof. 23. Fund Availability. Financial obligations of buyer payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this PO is funded in whole or in part with federal funds, this PO is subject to and contingent upon the continuing availability of federal funds for the purposes hereof. Buyer represents that it has set aside sufficient funds to make payment for goods delivered in a single installment, in accordance with the terms of this PO. 24. Choice of Law. State laws, rules and regulations shall be applied in the interpretation, execution, and enforcement of this PO. The CUCC shall govern this PO in the case of goods unless otherwise agreed in this PO. Any provision included or incorporated herein by reference which conflicts with such laws, rules, and regulations is null and void. Any provision incorporated herein by reference which purports to negate this or any other provision in this PO in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Unless otherwise specified in the solicitation or this PO, venue for any judicial or administrative action arising out of or in connection with this PO shall be in Denver, Colorado. Vendor shall exhaust administrative remedies in CRS §24-109-106, prior to commencing any judicial action against buyer. 25. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities, investment advisory services, fund management services, sponsored projects, intergovernmental POs, or information technology services or products and services] Vendor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this PO and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this PO, through participation in the E-Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c), Vendor shall not knowingly employ or contract with an illegal alien to perform work under this PO or enter into a contract or PO with a subcontractor that fails to certify to vendor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this PO. Vendor shall (a) not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants during performance of this PO, (b) notify subcontractor and buyer within three days if vendor has actual knowledge that subcontractor is employing or contracting with an illegal alien for work under this PO, (c) terminate the subcontract if subcontractor does not stop employing or contracting with the illegal alien within three days of receiving notice, and (d) comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If vendor participates in the Department program, vendor shall deliver to the buyer a written, notarized affirmation that vendor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If vendor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., buyer may terminate this PO for breach and, if so terminated, vendor shall be liable for damages. 26. Public Contracts with Natural Persons. Vendor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced a form of identification required by CRS §24-76.5-103 prior to the date vendor delivers goods or begins performing services under terms of the PO.

Effective Date 01/01/09

Page 17 of 28

ATTACHMENT C: W-9 for Independent Contractors

Form W-9

Substitute Form State of Colorado 12/2009

Request for Taxpayer

Identification Number and Certification

CDE/DAA Give form to requester.

DO NOT send to IRS.

PR

INT

OR

TY

PE

See S

pecif

ic In

str

ucti

on

s o

n page 18.

Name

Business name, if different from above

Check ONE Legal Entity

Individual/Sole Proprietor Corporation Partnership Other: ____________________

LLC filing as Sole Proprietor LLC filing as Corporation LLC filing as Partnership Exempt from backup withholding

Address (number, street and apartment or suite no.)

Provider of medical Services? Yes No

City, state and ZIP code

Provider of Legal Services? Yes No

List Account number(s) here (optional)

Phone Number

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. For individuals, this is your Social Security

Number (SSN). However, for a resident alien, sole proprietor or disregarded entity, see the Part I instructions on page 19. For other entities, it is your Employer Identification

Number (EIN). If you do not have a number, see How to get a TIN on page 19.

Note: If the account is in more than one name, see the chart on page 20 for guidel ines

on whose number to enter.

Social Security Number

Employer Identification Number

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has

notified me that I am no longer subject to backup withhol ding; and

3. I am a U.S. person as defined below.

Certification Instructions: You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, i tem 2 does not

apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual Retirement Arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but

you must provide your correct TIN. (See instructions on page 19.)

Sign Here

Signature of U.S. person ► Date ►

Small, Minority- and Women-Owned Business Enterprise (SBE/MBE/WBE) Self-Certification (please check all boxes that apply)In an

effort to track levels of participation by small, minority and women businesses with the State of Colorado, the following inf ormation is requested. Please indicate the appropriate category of ownership for your company. “Owned” in this context means a business that is at

least 51 percent owned by an individual(s) who also control(s) and operate(s) it. “Control” in this context means exercising the power to make policy decisions. “Operate” means actively involved in the day-to-day management. If your business is jointly owned by both men and

women or is a large publicly held corporation, please check the box labeled “Not Applicable”.

Gender Information:

Female-Owned Male-Owned Not Applicable

Owner Ethnicity Information:

African American Asian/Pacific American White (Non-Hispanic) Not Applicable

Hispanic American Native American Other: _________________________

Small Business Information: A Small Business is a business that is organized for profit, is independently owned and operated, and has 25 or fewer full -time equivalent

employees.

Yes No

Page 18 of 28

General instructions Section references are to the Internal Revenue Code unless

otherwise noted.

Purpose of Form A person who is required to file an information return with the IRS

must obtain your correct Taxpayer Identification Number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are

waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S.

exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Definition of a U.S. person For federal tax purposes, you are considered a U.S. person if you are:

An individual who is a U.S. citizen or U.S. resident alien .

A partnership, corporation, company or association created or organized in the United States or under the laws of the United

States.

An estate (other than a foreign estate).

A domestic trust (as defined in Regulations section 301-7701-7).

Special rules for partnerships Partnerships that conduct a trade or business in the United States

are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is

required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and

avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of

establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or

business in the United States is in the following cases:

The U.S. owner of a disregarded entity and not the entity;

The U.S. grantor or other owner of a grantor trust and not the trust; and

The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person If you are a foreign person, do not use Form W-9. Instead, use the

appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien Generally, only a nonresident alien individual may use the terms of

a tax treaty to reduce or eliminate U.S. tax on certain types of income.

However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax

purposes. If you are a U.S. resident alien who is relying on an exception

contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement

to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty

under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains

the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption

from tax. 5. Sufficient facts to justify the exemption from tax under the

terms of the treaty article. Example: Article 20 of the U.S.-China income tax treaty allows

an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this

student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the

Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an

exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to

backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain

conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties,

nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you

receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable int erest and dividends on your tax return.

Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the Part II

instructions on page 19 for details); 3. The IRS tells the requester that you furnished an incorrect TIN;

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or

5. You do not certify to the requester that you are not subject to

backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions

for the Requester of Form W-9. Also see Special rules for partnerships on page 18.

Penalties Failure to furnish TIN

If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding If you make a false statement with no reasonable basis that results

in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifyi ng information Willfully falsifying certifications or affirmations may subject you

to criminal penalties including fines and/or imprisonment.

Misuse of TINs If the requester discloses or uses TINs in violation of federal law,

the requester may be subject to civil and criminal penalties.

Specific Instructions

Name If you are an individual, you must generally enter the name shown

on your income tax return. However, if you have changed your last

Page 19 of 28

name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name,

the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the

form.

Sole Proprietor Enter your individual name as shown on your income tax return on

the “Name” line. You may enter your business, trade, or “doing

business as (DBA)” name on the “Business name” line.

Limited Liability Company (LLC) Check the “Limited Liability Company” box appropriate for the

tax classification in the space provided. For a Single-Member LLC

(including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the

LLC’s name on the “Business name” line. For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

O ther entities Enter your business name as shown on required federal tax

documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You

may enter any business, t rade, or DBA name on the “Business name” line.

Note: You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt Payee If you are exempt from backup withholding, enter your name as

described above and check the appropriate box for your status, then

check the “Exempt payee” box in the line following the business name, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup

withholding for certain payments, such as interest and dividends. Note: If you are exempt from backup withholding, you should still

complete this form to avoid possible erroneous backup withholding. The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2);

2. The United States or any of its agencies or instrumentalities; 3. A state, the District of Columbia, a possession of the United

States, or any of their political subdivisions or instrumentalities; 4. A foreign government or any of its political subdivisions,

agencies, or instrumentalities; or 5. An international organization or any of its agencies or

instrumentalities. Other payees that may be exempt from backup withholding

include: 6. A corporation; 7. A foreign central bank of issue; 8. A dealer in securities or commodities required to register in the

United States, the District of Columbia, or a possession of the United States;

9. A futures commission merchant registered with the Commodity

Futures Trading Commission; 10. A real estate investment trust; 11. An entity registered at all t imes during the tax year under the

Investment Company Act of 1940;

12. A common trust fund operated by a bank under section 584(a); 13. A financial institution; 14. A middleman known in the investment community as a

nominee or custodian; or

15. A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees

listed above, 1 through 15.

IF the payment is for… THEN the payment is exempt

for…

Interest and dividend payments All exempt payees except for 9

Broker transactions Exempt payees 1 through 13. Also a person registered under the

Investment Advisers Act of 1940

who regularly acts as a broker

Barter Exchange transactions and

patronage dividends

Exempt payees 1 through 5

Payments over $600 required to be reported and direct sales over

$5,000 1

Generally, exempt payees 1

through 7 2

1 See form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: Medical and health care payments, attorneys’ fees and payments

for services paid by a federal executive agency.

Part I. Taxpayer Identification Number

(TIN) Enter your TIN in the appropriate box

If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS Individual Taxpayer

Identification Number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your

SSN. If you are a Single-Member LLC that is disregarded as an entity

separate from its owner (see Limited Liability Company (LLC) on

page 19), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See the chart on page 20 for further clarification of name

and TIN combinations.

How to get a TIN If you do not have a TIN, apply for one immediately. To apply for

an SSN, get Form SS-5, Application for a Social Security Card, from

your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4,

Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7

and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN,

write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the

requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification To establish to the withholding agent that you are a U.S. person, or

resident alien, sign Form W-9. You may be requested to sign by the

withholding agent even if items 1, 4, and 5 below indicate otherwise.

Page 20 of 28

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on

page 19.

Signature requirements Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened

before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts

opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to

the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You

may cross out item 2 of the certification. 4. O ther payments. You must give your correct TIN, but you do

not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other

payments” include payments made in the course of the requester’s trade or business for rents, royalt ies, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a

nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment

of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number to Give the Requester

For this type of account: Give name and SSN of :

1. Individual The individual

2. Two or more individuals (joint

account)

The actual owner of the account or, if combined funds, the first

individual on the account 1

3. Custodian account of a minor

(Uniform Gift to Minors Act)

The minor 2

4. a. The usual revocable savings trust (grantor is also

trustee)

The grantor-trustee 1

b. So-called trust account The actual owner 1

5. Sole proprietorship or disregarded entity owned by

an individual

The owner 3

For this type of account: Give name and EIN of :

6. Disregarded entity not owned

by an individual

The owner

7. A Valid trust, estate or

pension trust

Legal entity 4

8. Corporate or LLC electing

corporate status on form 8832

The corporation

9. Association, club, religious, charitable, education, or other

tax-exempt organization

The organization

10. Partnership or Multi-Member

LLC

The partnership

11. A broker or registered

nominee

The broker or nominee

12. Account with the Department of Agriculture in the name of a

public entity (such as a state or local government, school

district or prison) that receives

agricultural program payments

The public entity

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be

furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or “ DBA” name on the second name line. You may use either your SSN or

EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust , estate or pension trust. Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title. Also see Special rules for

partnerships on page 18. Note: If no name is circled when more than one name is listed, the number

will be considered to be that of the first name listed.

Secure your tax records from identity theft Identity theft occurs when someone uses your personal information

such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other

crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

Protect your SSN;

Ensure your employer is protecting your SSN; and

Be careful when choosing a tax preparer. Call the IRS at 1-800-829-1040 if you think your identity has been

used inappropriately for tax purposes. Victims of identity theft who are experiencing economic harm or a

system problem, or are seeking help in resolving tax problems that

have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or

TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes Phishing is the creation and use of email and websites designed to

mimic legitimate business emails and websites. The most common

act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also,

the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords or similar secret access information for their credit card, bank or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-

4484. You can forward suspicious emails to the Federal Trade Commission at [email protected] or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).

Visit the IRS website at w ww.irs.gov to learn more about identity theft and how to reduce your risk.

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Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS

to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonme nt of secured property, cancellation of debt or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for ident ification

purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal lit igation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We m ay also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

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ATTACHMENT D

FERPA CONFIDENTIALITY AGREEMENT

The federal Family Educational Rights and Privacy Act (FERPA) and the federal Individuals with Disabilities

Education Act (IDEA) mandate that education records and personally identifiable information contained in

education records relating to students and their family be maintained as confidential. Generally, education records

are records that are directly related to the student and maintained by an educational agency or institution or by a

party acting for the agency or institution. “Personally identifiable information” includes the student ’s name; the

name of the student’s parents or other family members; the address of the student or family; a personal identifier,

such as the student’s social security number or student number; other information that is linked or linkable to a

specific student that would allow a reasonable person to identify the student with reasonable certainty. Generally,

education records or personally identifiable information contained in education records may be disclosed to a third party only with the prior written consent from the student’s parent. Unless such consent is obtained, the discussion,

use, or access of education records or personally identifiable information contained in education records is limited to

job-related, legitimate educational interests.

Per the IDEA and FERPA, the Contractor shall protect the confidentiality of all records and other materials

containing personally identifying information that are maintained in accordance with the contract. Except as

provided by law, no information in possession of the Contractor about any individual constituent shall be disclosed

in a form including identifying information without the prior written consent of the person in interest, a minor’s

parent, or guardian. The Contractor shall have compliant FERPA and IDEA written policies governing access to ,

duplication and dissemination of, all such information. The Contractor shall advise its employees, agents and

subcontractors, if any, that they are subject to these confidentiality requirements and also require each employee,

agent or subcontractor to s ign a written non-disclosure agreement. The Contractor shall provide its employees,

agents and subcontractors, if any, with a copy or written explanation of these confidentiality requirements before

access to confidential data is permitted.

The security required for processing and maintenance of education records extends to the use of computer records as

well as paper and microfilmed records. Information entered into any computer database must not be disclosed,

altered or falsified in any manner. Even a minor disclosure of information may be a violation of FERPA and IDEA.

During your employment or contract or agency relationship with Contractor, you will have access to education

records or personally identifiable information contained in education records. You acknowledge that you have read

and agree to abide by the written confidentiality policy of Contractor regarding education records. You agree that

you will not, under any circumstances, release any information about a student or family, unless your job duties

specifically require you to do so and such information release has been approved in writing prior to such release by

Contractor and CDE.

Any unauthorized use or misuse of any education records is grounds for termination of employment or c ontractual

work and subjects you to legal remedies under federal and state law.

I have read, understand and accept my responsibilities under this Non-Disclosure Agreement.

Name: ____________________________________________________________

Signature: ______________________________________ Date: _____________

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ATTACHMENT E CONFIDENTIALITY AND PROTECTION OF IDENTIFIABLE INFORMATION

ADDITIONAL TERMS ANDCONDITIONS

Vendor must adhere to existing privacy/security standards established by the Family Educational

Rights and Privacy Act (FERPA), 20 U.S.C. Section 1232g; 34 C.F.R. Part 99. Except for officially approved purposes, no information about or obtained from, any student shall be disclosed to any party other than the Colorado Department of Education (CDE), without prior

written consent.

A. Confidential Information – State Records

1. Vendor shall comply with and shall cause any other party performing Work under the

Purchase Order to comply with the provisions of this Exhibit if it becomes privy to confidential information in connection with its performance. Confidential information

includes, but is not necessarily limited to, any state records, personnel records, and information concerning individuals. Such information shall not include information required to be disclosed pursuant to the Colorado Open Records Act, C.R.S. Section

24-72-101, et seq.

2. Vendor shall keep all State records and information confidential at all times and comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the

possession of Vendor shall be immediately forwarded to CDE’s project manager for review.

3. The Vendor acknowledges that it may come into contact with confidential teacher

and student level information contained in the records of the State. The Vendor

shall provide and maintain a secure environment that ensures confidentiality. The confidentiality of all information will be respected, and no confidential

information shall be distributed or sold to any third party nor used by the Vendor or the Vendor’s assignees in any way except as authorized by the Purchase Order. After the term of the Purchase Order between CDE and the Vendor has ended,

confidential information shall not be retained in any files or otherwise by the Vendor unless requested in writing by CDE. Disclosure of such information may

be cause for legal action against the Vendor. Defense of any such action shall be the sole responsibility of the Vendor.

4. The confidentiality and nondisclosure requirements contained in this Exhibit shall survive the termination or expiration of this Purchase Order or any subsequent

agreement intended to supersede this Purchase Order. To ensure the continued confidentiality and security of the data processed, stored, or transmitted under this Purchase Order, the Vendor shall establish a system of safeguards that will at a

minimum include the following:

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a. Procedures and systems that ensure all student, staff, school and district records are kept in secure facilities (under lock and key) and access to such records is limited to personnel who are authorized to have access to

said data under this Purchase Order.

b. Procedures and systems that require the use of secured passwords to access computer data bases used to process, store, or transmit data provided under this Purchase Order.

c. Procedures and systems developed and implemented to process, store, or

transmit data provided under this Purchase Order shall ensure that any disclosure of confidential student and staff data conform with all provisions of FERPA as well as Colorado law relating to the privacy rights

of students.

d. Access to data will be limited to only the following identified individuals:

1) ______________________________________

2) ______________________________________

3) ______________________________________

e. Electronic data will only be stored in password protected directories. The individuals specifically identified above will be the only ones who will

have access to those password protected files. Electronic files are not to be stored directly on any desktops.

f. No copies of CDE’s data will be made and no transfer of data to other parties or computers will be allowed without prior written permission from

CDE.

B. Notification

Vendor shall notify its agent, employees and assigns who may come into contact with

State records and confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before permitting them to access such records and information.

C. Use, Security, and Retention

Confidential information of any kind shall not be distributed or sold to any third party or used by Vendor or its agents in any way, except as approved in writing by CDE. Vendor

shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential information

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shall not be retained in any files or otherwise by Vendor or its agents, except as permitted in the Purchase Order or approved in writing by the State. All confidential information, State data of any kind shall be stored, processed, or transferred only in or to facilities

located within the United States.

D. Protection

If Vendor provides physical or logical storage, processing or transmission of confidential

or sensitive State data, Vendor shall provide physical and logical protection for State hardware, software, applications and data that meet or exceed industry standards and

requirements as set forth in the Purchase Order. Vendor shall provide the State with access, subject to Vendor’s reasonable access security requirements, seven (7) days a week, twenty-four (24) hours a day, for the purpose of inspecting and monitoring access

and use of State data, maintaining State systems, and evaluating physical and logical security control effectiveness. Vendor, if it retains, stores, or is given protected or

confidential information, at all times shall maintain network, system, and application security, which includes network firewalls, intrusion detection, and annual security testing. Vendor, if it retains, stores, or is given protected or confidential information,

shall comply with State and federal regulations and guidelines related to security, confidentiality and auditing, including but not limited to regulations and guidelines issued

by the Federal Bureau of Investigation (FBI), the U.S. Department of Homeland Security (DHS), the Governor’s Office of Homeland Security (DHS), the Colorado Bureau of Investigation (CBI), the Governor’s Office of Information Security (OIS), or related to

the Health Insurance Portability and Accountability Act (HIPAA) Guidelines, 45 C.F.R. Parts 160, 162, and 164, the Health Information Technology for Economic and Clinical

Health Act (HITECH), Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (ARRA), Pub. L. No. 111-5 (Feb. 17, 2009), codified at 42 U.S.C. Sections 300jj et seq.; Sections 17901 et seq., the Family

Educational Rights and Privacy Act (FERPA), 20 U.S.C. Section 1232g and 34 C.F.R. Part 99. Vendor, if it retains, stores, or is given protected or confidential information

shall ensure that security is not compromised by unauthorized access to computers, program, software, databases, or other electronic environments and shall promptly report all breaches or attempted breaches to a representative of the OIS. Vendor has no rights to

use or access any State agency data or information, except with the prior approval of the State. Vendor shall review, on a semi-annual basis, the Colorado Cyber Security

Program (CCSP), posted at http://www.colorado.gov/cs/Satellite/Cyber/CISO/1207820732279, and its related documents, including its policies and procedures to ensure compliance with the standards

and guidelines published therein. Vendor shall cooperate with the performance of security audit and penetration tests by OIS. Vendor shall follow the State’s Data

Handling and Disposal policy, which can be found at www.colorado.gov/oit/security_policies.

E. Background Check

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Vendor shall perform, in a form reasonably acceptable to the State, current background checks on all of its respective employees and agents performing services or having access to State confidential information provided under the Purchase Order. A background

check performed within thirty (30) days prior to the date such employee or agent begins performance or obtains access shall be deemed to be current.

F. Security-Notice

Vendor is responsible for the security of all information provided to it by the State. If information is provided to Vendor by the State, Vendor shall comply with the State’s

Cyber Security Policies, which the OIS has promulgated pursuant to C.R.S. Sections 24-37.5-401 through 406 and 8 C.C.R. Section 1501-5. The Policies are posted at http://www.colorado.gov/cs/Satellite/Cyber/CISO/1207820732279.

G. Security Breach Remediation

If Vendor becomes aware of a data security breach, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to

involve law enforcement, if any. Unless Vendor can establish that Vendor is not the cause or source of the breach, Vendor shall be responsible for the cost of notifying each

Colorado resident and residents of other states whose personal information may have been compromised. Notice shall be made as soon as possible within the legitimate needs of law enforcement and according to the requirements of the State.

Vendor shall be responsible for performing an analysis to determine the cause of the

breach, and for producing a remediation plan to reduce the risk of incurring a similar type of breach in the future. Vendor shall present such analysis and remediation plan to the State within ten (10) days of notifying the State of the data security breach. The State

reserves the right to adjust this plan, in its sole discretion. If Vendor cannot produce the required analysis and plan within the allotted time, the State, in its sole discretion, may

perform such analysis, produce a remediation plan, and Vendor shall reimburse the State for the reasonable costs thereof.

A breach of Personally Identitfiable Information (PII) shall have occurred when there has been unauthorized acquisition of unencrypted PII data (electronic or otherwise) used in

performance of the work which compromises security, confidentiality, or integrity of such PII. Vendor agrees to be liable for any unauthorized disclosure of PII in its possession as if the Vendor was the owner of the data. Vendor acknowledges that any

breach of PII is a material breach of the Purchase Order.

Vendor shall notify the State immediately of any breach or suspected breach, but in no event later than twenty-four (24) hours after Vendor learns of suspected breach. The State may establish required remediation procedures and Vendor shall comply without

limitation as directed by the State. Vendor shall bear all costs of such remediation.

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H. Disclosure-Liability

Disclosure of State records or other confidential information by Vendor for any reason

may be cause for legal action by third parties against Vendor, the State or their respective agents. Vendor shall indemnify, save, and hold harmless the State, its employees and

agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Vendor, or its employees, agents, or assignees pursuant to this Exhibit.

Notwithstanding any other provision of the Purchase Order, Vendor shall be liable to the State for all consequential and incidental damages arising from a data security breach.

The Work under the Purchase Order may require the State to supply data to the Vendor that contains PII. The State, in its sole discretion may securely deliver such data directly

to the facility where the data is used to perform the Work. The data is not to be maintained or forwarded to or from any other facility or location except for the

authorized and approved purposes of backup and disaster recovery purposes. The Vendor shall ensure that the data is not retained beyond timeframes established by the State.

I. End of Agreement Data Handling

Upon request by the State made before or within sixty (60) days after the effective date of termination of the Purchase Order, Vendor will make available to the State a complete

and secure (i.e. encrypted and appropriately authenticated), download file of all system data in XML format, including all schema and transformation definitions, and/or

delimited text files with documented, detailed schema definitions along with attachments in their native format. The Parties agree that on the termination of the provision of data processing services, the Vendor shall, at the choice of the State, return all the personal

data transferred, and the copies thereof to the State, or shall destroy all the personal data and certify to the State that it has done so, unless legislation imposed upon the Vendor

prevents it from returning or destroying all or part of the data transferred. In that case, the Vendor warrants that it will guarantee the confidentiality of the data transferred and will not actively process the data transferred anymore.

J. Disposition of Data

The State retains the right to use the established operational services to access and retrieve State data content stored on Vendor’s infrastructure at its sole discretion. The

Vendor warrants that upon request of the State and/or of the supervisory authority, the Vendor will submit its data processing facilities for an audit. The State reserves all right,

title and interest, including all intellectual property and proprietary rights, in and to system data and content.

K. Safeguarding Personally Identifiable Information (PII)

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If Vendor will or may receive PII under the Purchase Order, Vendor shall provide for the security of such PII, in a form acceptable to the State, including, without limitation, non-

disclosure, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security

inspections and audits. Vendor shall take full responsibility for the security of all data in its possession and shall hold the State harmless for any damages or liabilities resulting from the unauthorized disclosure of loss thereof.

Signatures. By signing your name to this document, you are assuring CDE that all

requirements of this Exhibit will be strictly adhered to, and all conditions are accepted.

CDE Representative:

Title:

Date:

Vendor:

Title:

Organization:

Signature*:

Date:

*Persons signing for Vendor hereby swear and affirm that they are authorized to act on Vendor’s behalf and acknowledge that the State is relying on their representations to that

effect.