University of Colorado Hospital Contracts Office by alicejenny

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									CU-DMGASES08-P
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                            UNIVERSITY OF COLORADO
                             Procurement Service Center

                       Request for Proposal #CU-DMGASES2008-P

  CONTRACT FOR THE PURCHASE OF MEDICAL AND HIGH PURITY SPECIALTY CYLINDER
                                  GASES

                                        For

 UNIVERSITY OF COLORADO DENVER AND UNIVERSITY OF COLORADO AT COLORADO SPRINGS
                                       AND
                        UNIVERSITY OF COLORADO HOSPITAL


                                 Date: March 4, 2008
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                 REQUEST FOR PROPOSALS (RFP) - THIS IS NOT AN ORDER


Physical Address (and overnight mailing address):          Mailing Address (via Postal Service):
University of Colorado                                     University of Colorado
Procurement Service Center                                 Procurement Service Center
1380 Lawrence St - 8th Floor                               PO Box 173364, DC116
Denver, Colorado 80204                                     Denver, Colorado 80217-3364


Purchasing Agent:                 Darlene Morrow
Telephone Number:                 303-315-2786
FAX Number:                       303-315-2799
Email: Darlene.morrow@cu.edu




PROPOSALS MUST BE RECEIVED BY: April 14, 2008 at 10:00 AM at location noted above.


           SCHEDULE OF ACTIVITIES:                                           TIMELINE
                                                                (All times are in local Colorado time)
RFP Published                                           March 4, 2008
Mandatory Pre-Proposal Conference                       March 14, 2008 10:00 a.m.
Written Inquiry Deadline                                March 20, 2008 10:00 am
Responses to Written Inquiries Published                March 26, 2008 10:00 am
Proposal Submission Deadline                            April 14, 2008 10:00 am
Presentations/Site Visits (if needed)                   April 30, 2008
Best and Final Offers (BAFOs) (if needed)               As soon as possible

One (1) original plus six (6 ) copies of your technical proposal shall be submitted in one sealed package.
One (1) original plus six (6) copies of your cost proposal shall be submitted in a separate, sealed package.

MAILING NOTE: In the lower left corner of the envelope containing your proposal, include: the proposal
number, opening date, and opening time. Highlight this information in yellow. Be sure to sign your proposal
before mailing. Telephone and/or facsimile responses will NOT be accepted.
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                                      TABLE OF CONTENTS

SECTION I        Background, Overview and Goals

SECTION II       Scope of Work

SECTION III      Administrative Information

SECTION IV       Offeror’s Response Format (Submit Original and Six Copies of Technical and Cost
                 Proposals)

SECTION V        Evaluation and Award

SECTION VI       Cost Proposal

ATTACHMENT 1     Terms and Conditions of Contract (University of Colorado Hospital)

ATTACHMENT 2     Signature Page

ATTACHMENT 3     Special Provisions

ATTACHMENT 4     Insurance Requirements

ATTACHMENT 5     Form of Contract for University of Colorado
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                               I. BACKGROUND, OVERVIEW & GOALS

A.    BACKGROUND:
      The University of Colorado Denver (UCD), University of Colorado at Colorado Springs (UCCS) and
      University of Colorado Hospital (UCH) are heavy users of industrial gases. The current five year contract
      is expiring. Approximate annual spends are:
                UCD - $400,000
                UCH - $141,000
                UCCS - $25,000

      These figures represent the year 2006, and are provided as reference only and no quantities are guaranteed
      to be purchased from any award resulting from this RFP.

      For purposes of ease in writing when it is necessary to refer to all three institutions, the above will
      collectively be referred to as ―UCD/UCH‖ in this solicitation material. ―UCD‖ will be used to refer to
      University of Colorado Denver and University of Colorado at Colorado Springs unless otherwise stated.
      Note: University of Colorado Denver (UCD) was formerly known as University of Colorado at Denver
      and Health Sciences Center (UCDHSC).

B.    OVERVIEW:
      UCD/UCH intends to establish a contract for the purchase of medical and high purity specialty cylinder
      gases. Pricing on this proposal will be considered and offered to UCD, UCCS and UCH. Separate awards
      will be issued and administered by each institution. Terms and Conditions of contract for UCH are
      provided as an attachment to this proposal, and are different from the terms of UCD. The awarded vendor
      will sign a contract with University of Colorado, the form of which is attached to this RFP as Attachment 5.
      It is expressly understood that this agreement does not grant seller an exclusive privilege to furnish to the
      University any or all of the type of products and services which are the subject of this agreement. The
      University expressly reserves the right to contract with others for the purchase of products and services that
      are comparable or identical to the products and services which are the subject of this agreement.

C.    GOALS FOR THIS PROJECT:
      This RFP provides prospective offerors with sufficient information to enable them to prepare and submit
      proposals for consideration by UCD/UCH to satisfy the need for expert assistance in the completion of the
      goals of this RFP. We are soliciting proposals from established suppliers to award to a single supplier, if
      possible, a three year contract, with the option for two additional one year periods, to satisfy the cylinder
      gas requirements of the institutions mentioned above.

D.    Minimum Mandatory Qualifications:
      1.       Your company must be financially stable. Financial Stability will be used to evaluate
      responsibility in a pass/fail capacity.
      2.       You must have been in business for a minimum of five years.
      3.       You must be able to provide a minimum of three references from clients who:
            have obtained similar products and services of similar size and scope from your firm for at least
               five years
            whose annual spend is similar to that of the UCD/UCH. References in the Health and Medical
               field are preferred.
      4.       You must be able to provide all products and services in accordance with specifications provided
      in Section II, Scope of Work.
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                                                II.      SCOPE OF WORK

Offerors should attempt to meet as many of the listed, written requirements in this RFP as possible. However, in
order for an offeror's proposal response to be considered for evaluation, the offeror must meet all of the mandatory
requirements listed. Each mandatory requirement is designated by use of the word "mandatory". Failure to
comply with any of the mandatory requirements will result in the disqualification of the offeror's proposal response.
Please refer to the "Mandatory Requirements Checklist" at the end of this section.

A) INVENTORY AND FACILITIES

The successful offeror must demonstrate the ability to provide supplies and services commensurate with the needs of
UCD/UCH as specified herein. Vendors should include as part of their proposal information substantiating their
ability to maintain adequate levels of local inventory, and/or access thereto and to provide delivery of goods within a
timely fashion. Such information should include, but is not limited to, a description of local facilities and
operations, including retail outlet(s). Commonly used items include carbon dioxide, oxygen, hydrogen and
compressed air.

B)       ORDER SYSTEM

Describe your order system. Include as part of your description the normal order cut-off time for delivery to be
received the following day after an order has been received.

UCD and UCCS currently utilize departmental purchase orders, standing purchase orders, and MasterCard to place
orders. Describe the ability of your company to handle multiple order types.

UCH currently utilizes a web based on-line ordering system to process all non-stock orders. It is mandatory that the
offeror have in operation an already established, and currently in use, web-based on-line ordering system to process
all non-stock orders for UCH. Web based systems under development are not acceptable. Describe the ability of
your company to process orders on-line. Describe the security used to insure order integrity. Describe what training
is provided for end users. It is mandatory that your firm be able to provide a list of customers utilizing your on-line
ordering system (please include this list with your proposal response). Provide a web address of your web based
ordering system for evaluation by the committee, including security and passwords that would be in effect. Web
ordering is a mandatory requirement for UCH. Inability to meet this requirement will disqualify the proposal.

We are looking for features in your ordering/tracking systems that would help reduce the amount of effort required
by UCD/UCH department staff to track cylinders. Ideally, we would like your systems to provide order
confirmations which could indicate cylinder numbers, cylinder order dates, ship dates, and pickup and return dates.
Please describe your company’s ability to provide any or all of these services.

UCH does require a tailor made site for their specific account. UCD might use the same site developed for UCH,
but not necessarily. UCD is open to options related to the design of a web site for on-line ordering. If a vendor's
web site can accommodate the needs of the UCD/UCH, a custom site may not be required.

Describe your process for handling user owned cylinders. NOTE: UCH currently owns all of the ―E‖ oxygen
cylinders in use.

C)       DELIVERY SYSTEM

Delivery should be made for common items by 3:00 PM the following business day after an order has been placed.
Describe your delivery system. Indicate the daily cutoff time for ordering. Describe your method and ability to
contact drivers en route. Additionally, specify those items that cannot normally be delivered within 24 hours and
provide a reasonable delivery schedule for those items. Provide a copy of your delivery ticket. Delivery locations
for gases will include, but are not limited to, the following locations:
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UCD LOCATIONS

         UCD Campus locations located near 9th and Colorado include:
                   Medical Office Building, 4210 E. 11th Ave., Denver
                   Biomedical Research Building, 4200 E. 9th Ave., Denver
                       School of Medicine, 4200 E. 9th Ave., Denver
                   School of Pharmacy, 4200 E. 9th Ave., Denver
                   Biomedical Research Building, 4200 E. 9th Ave., Denver

         Other UCD locations:
         JFK Facility – UCD Campus (8th and Birch), Denver
         Veterans Administration Hospital - 1055 Clermont, Denver
         Barbara Davis Center for Childhood Diabetes, 1775 N. Ursula St., Aurora
         Perinatal Research Facility – 13243 E. 23rd St., Aurora
         North Pavilion, 4455 East 12th Avenue, Denver
         National Jewish Hospital – 1400 Jackson St., Denver
         The Children’s Hospital – 1056 E 19th Ave, Aurora
         BioScience Park – 12635 E. Montview Blvd., Aurora
         Angiography Suite (attached to Building 500) – 13001 E. 17th Place, Aurora
         Anschutz Cancer Pavilion (ACP) – 1665 N. Ursula St., Aurora
         Anschutz Inpatient Pavilion (AIP) – 12605 E. 16th Ave., Aurora
         Anschutz Medical Campus Building 400 – 12469 E. 17th Pl, Aurora
         Anschutz Medical Campus Building 402 – 12474 E. 19th Ave., Aurora
         Anschutz Medical Campus Building 406 – 12477 E. 19th Ave., Aurora
         Anschutz Medical Campus Building 500 – 13001 17th Pl., Aurora,
         Anschutz Medical Camps Building 514 – Health Smiles Clinic – 1958 Tucson Way, Aurora
         Anschutz Outpatient Pavilion (AOP) – 1635 N. Ursula St., Aurora
         CeDar – 1693 North Quentin St., Aurora
         Center for Bioethics and Humanities – 13080 E. 19th Ave., Aurora
         Oral Facial Health Center – 13065 E. 17th Ave., Aurora
         PASCAL (Preservation Access Service Center) – 13188 E. 19th Ave., Aurora
         Perinatal Research Facility - 260 13243 E. 23rd Ave., Aurora
         Research 1 North: Biomedical Research Tower – 12800 E. 19th Ave., Aurora
         Research 1 South: Cancer Research Tower – 12801 E. 17th Ave., Aurora
         Research Complex II – 12700 E. 19th Ave., Aurora
         Rocky Mt. Lions Eye Institute – 1675 N. Ursula St., Aurora
         SON: Child and Family Partners Building 401 – 1784 Racine St., Aurora

For purposes of this proposal, all of the above locations shall be considered FOB Destination. The successful
vendor may be required to stop at the main receiving dock prior to delivery to an alternate site (for the locations at
the Anschutz Medical Campus).

The following UCD locations are delivered to individual rooms within the respective buildings.
                Administrative Office Building, 4210 E 11 th Avenue, Denver
                Anschutz Outpatient Pavilion, 1635 N Ursula St., Aurora
                Anschutz Cancer Center, 1635 N Ursula St., Aurora
                Rocky Mountain Lions Eye Institute, 1635 N Ursula St., Aurora

UCH LOCATIONS:

                  Anschutz Inpatient Pav. 12605 E 16th Ave, Aurora - (multiple room deliveries)
                  Leprino Office Bldg. 12401 E 17th Ave, Aurora - (multiple room deliveries)
                  North Pavilion 4455 E 12TH Ave, Denver - 1st floor
                  CeDar 1693 Quentin St., Aurora - 1st floor
                  Anschutz Cancer Pav. 1665 N Ursula St, Aurora - (multiple room deliveries)
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                  Anschutz Outpatient Pav., 1635 N Ursula St, Aurora - (multiple room deliveries)
                  Critical Care Tower, 4200 E 9th Ave, Denver - CCT 198
                  Garfield Clinic, 360 S Garfield St, Denver - 1st floor
                  Rocky Mt. Eye Inst. 1675 N Ursula St, Aurora - (multiple room deliveries)
                  Park Meadows Clinic. 8080 E Park Meadows Dr., Lone Tree - 1st floor
                  Family Med. Clinic, 7403 Church Ranch Blvd., Westminster - Suite 107
                  Family Med. Clinic, 350 Broadway, Boulder - Suite 130
                  Stapleton Clinic, 3055 Roslyn St., Denver - Suite 100
                  UCH Warehouse 13050 E Smith Rd, Aurora - Dock


State your ability to deliver directly to individual room locations.

Regarding delivery to individual room locations, state whether the delivery charge, if any, is a fixed cost or an
hourly cost. If hourly, state how the hourly charge is calculated.

Fixed Cost $___________________                Hourly $____________________ and how calculated

More specifics for individual room deliveries will be communicated at a later time, probably at the Pre-Propsal
Conference.

Of the four buildings listed, the Administrative Office Building (4210 E 11th Avenue) probably is the most time
intensive for delivery. Delivery inside this building involves using a small dock and small elevator such that only
one or two cylinders can be delivered at a time. However, the volume for this building is not significant. This
building is a laboratory environment only - the other three buildings are medical clinics. The Administrative Office
Building gets an average of two deliveries per week, consisting primarily of liquid nitrogen and carbon dioxide.

There are deliveries on at least five days a week to the new facilities at Anschutz - Anschutz Outpatient Pavilion,
Anschutz Cancer Center, and the Rocky Mountain Lions Eye Clinic. Over the next year, UCD will phase out of the
9th and Colorado location. It is anticipated the phase-out will be completed by December, 2008.

Describe your system for cylinder pickups, when no delivery is being made.

During the term of this contract, it may be necessary to add or remove delivery locations for any of the three
institutions. The winning contract must be able to accommodate such changes.

D)       CYLINDER TRACKING SYSTEM

Describe in detail your method of tracking cylinders, including the demurrage charge detail on the individual user’s
invoicing. Include, as an addendum, sample cylinder tracking/demurrage reports in use by your company. It is
mandatory that the successful offeror must have in place, and be able to demonstrate, the ability to track individual
cylinders through the life cycle of the cylinder. Include references to customers for which this service is being
provided. Bar coding or better technology of each individual cylinder is mandatory. UCD/UCH will be the sole
judge of evaluating and determining equivalency.

E)       CYLINDER INVENTORY

The successful offeror will be required to schedule a physical inventory of all cylinders twice during the period of
award. The first audit must occur within the first two years of award. The second audit must occur within the next
two years after that. Cylinder inventory dates will be determined at the time of award with the successful vendor.
All requirements in this section are mandatory.

F)       CYLINDER REPLACEMENT (LOSS OF USE)
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Document your replacement cost policy resulting from damaged or lost cylinders. It is mandatory that your firm
state a maximum liability for lost tanks. Describe the process and procedures for handling refunds on ―lost‖
cylinders that are returned to your inventory.

G)       QUALITY CONTROL

Describe your quality control operations. Include your method of determining and maintaining required purity
levels, accuracy of fill volume, and your cylinder inspection procedures. Include a sample minimum standard
analysis report. State what is done to identify any contaminant element. If high purity specialty gases are purchased
by the offeror from another source, describe the method used by the offeror’s supplier to ensure quality and accurate
fill volumes. Include any verification procedures used by the offeror’s firm to ensure quality and accuracy of out-
sourced items.

H)       HIGH PURITY GASES

On a separate listing, include description, pricing, and delivery time for high purity specialty gases. Indicate if
specialty gases are manufactured in house or purchased from an outside supplier. If available, a copy of the
supplier’s catalog should be included. State what type of analysis is available and is provided with each cylinder.
State what analysis can or will be done to ensure accuracy when a specific purity is required. If the gas analysis is
not covered by the pricing of the gas, please state what additional costs and lead times would be associated with to
meet this requirement.

 UCD/UCH has cryogenic tanks. You may be required to fill the tanks and monitor product levels to ensure
appropriate levels are there. You may be required to provide maintenance service on these systems. UCD/UCH
reserves the right to use a contractor outside of this solicitation, however, to provide this product and service. Please
describe your company's ability to provide this product and service.



I)       PROBLEM RESOLUTION

Describe your problem resolution process regarding credit for damaged merchandise, incorrect shipments, incorrect
billing, lost orders, or no delivery. Describe your tracking timeframe needs. Where will these problems be
resolved?

Resolution escalation: Provide the name, title and phone number of the account representative at your firm who will
address such problems initially. Should this person be unable to resolve problems in a timely manner, provide the
name, title and phone number of their supervisor. Also, provide the name, title and phone number of the Vice
President who oversees customer service in the event that neither the account representative nor the supervisor are
able to resolve the problem.

J)       INVOICING – PURCHASE OF GAS & CYLINDER RENTAL/DEMURRAGE CHARGES

             a.   Provide a copy of your invoice and describe all information on it. Describe the various methods
                  of billing available. Describe the availability and usage of credit card systems. Describe your
                  ability to transmit level two and level three reporting information on MasterCard transmissions.
                  Include the number of characters available for order description for credit card transactions as well
                  as purchase order transactions.
             b.   UCD: It is mandatory that the successful vendor be able to invoice separately for each order.
                  The successful vendor shall send invoices, referencing the purchase order or credit card number
                  along with the delivery of the product.
             c.   UCH: The successful vendor must invoice separately for each order. The successful vendor shall
                  send a delivery ticket, referencing the purchase order along with the delivery of the product. All
                  invoices for the purchase of product and cylinder rental/Demurrage charges should be sent to:
                                     UCH Accounts Payable
                                     7901 E. Lowry Blvd. Suite 120
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                                         Denver, CO 80230-6906
                d.   It is mandatory that the successful vendor is able to invoice gas and demurrage charges directly to
                     the ordering organization/department for payment by Purchase Order, Standing Purchase Order, or
                     Credit Card. Cylinders must be detailed by cylinder number, number of days outstanding, product
                     number, product description, rate and amount.
                e.   No charges shall accrue to UCD/UCH for items delivered or shipped without an authorized
                     UCD/UCH commitment document. UCH policies may differ from those of UCD.
                f.   It is possible that at contract expiration, UCD/UCH and the Contractor may have "cylinders in
                     dispute". These are cylinders for which the Contractor is claiming "loss of use" but which
                     UCD/UCH contends were returned to the Contractor. If the claim for loss of use is less than 1%
                     of the total amount of cylinders obtained during the term of the agreement, the University prefers
                     that the Contractor agree to waive its rights for loss of use claims for the then disputed cylinders
                      Please indicate if your firm is willing to agree to the 1% loss of use figure.
                      Yes______          No______If not, please provide a counteroffer.
                g.   The selected vendor shall provide, on demand, either verbal or written proof of delivery at no cost
                     to UCD or UCH.
         .

K)       REPORTS

It is mandatory that the successful     vendor shall submit, as needed, or annually, activity reports to the Facilities
Operations Department at the UCD.        Details on where to submit the reports will be provided after award. Reports
should show the purchasing activity     for the UCD and UCH. Reports should provide, at a minimum, quantity and
dollar volume for each major item       as specified herein. These reports should be sorted by stock number and
description.

L)       ACCOUNT CLOSE OUT

Describe how you will proceed with an account close-out at the end of the contract period should your firm not
receive a subsequent award. Be specific as to grace periods, cylinders terms, etc. At the end of the contract period,
indicate how long your company will hold the then current rental prices firm so that gas in existing cylinders can be
used even after the contract expiration date. Describe how prices will be established after the grace period has
expired.


M)       CUSTOMER REFERENCES

It is mandatory that the offeror be able to provide, at a minimum, references from three customers who have
obtained similar products and services of similar size and scope from your firm for at least five years. Failure to be
able to provide at least three references who fit this profile will result in the disqualification of your proposal
response. It is mandatory that your three references have annual volume similar to that of the UCD and UCH.
References in the Health and Medical field are preferred.

Please include these references with your proposal response. Do not list the University of Colorado as one of your
customer references.


                                           Mandatory Requirements Checklist

Failure to comply with any of the mandatory requirements will result in the disqualification of the offeror's proposal
response. It is recommended that the offeror use this checklist to ensure that it complies with all of the mandatory
requirements listed in each of the following sections:

1)           Section II., B) ORDER SYSTEM
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2)       Section II., C) DELIVERY SYSTEM

3)       Section II., D) CYLINDER TRACKING SYSTEM

4)       Section II., E) CYLINDER INVENTORY

5)       Section II., F) CYLINDER REPLACEMENT (LOSS OF USE)

6)       Section II., J) INVOICING

7)       Section II., K) REPORTS

8)       Section II., M) CUSTOMER REFERENCES

                                    III. ADMINISTRATIVE INFORMATION

A.      ISSUING OFFICE: The Procurement Service Center (PSC) Purchasing Agent listed herein is to be the
SOLE point of contact concerning this RFP. Offerors shall not directly contact other personnel regarding matters
concerning this RFP or to arrange meetings related to such.

B.       OFFICIAL MEANS OF COMMUNICATION: During the solicitation process for this RFP, all official
communication between the PSC and offerors will be via postings on the State’s BIDS system. PSC will post notices
which will include, but not be limited to, any modifications to administrative or performance requirements, answers
to inquiries received, clarifications to requirements, and the announcement of the apparent winning offeror. It is
incumbent upon offerors to carefully and regularly monitor BIDS for any such postings.

Although when responding to solicitations for the University you are not required to be registered on the BIDS
system, we recommend that you register. For registration information, please refer to the main page of the State of
Colorado’s Purchasing Office’s web site (http://www.gssa.state.co.us) or contact the BIDS Help Desk at 303-894-
2039.

C.       INQUIRIES:
Prospective offerors may make written inquiries by mail, e-mail or fax before the written inquiry deadline
concerning this RFP to obtain clarification of requirements. There will be opportunity to make inquiries
during the pre-conference meeting. No inquiries will be accepted after the deadline. Inquiries regarding
this RFP (be sure to reference RFP number) should be referred to:

         By Mail:University of Colorado
                          Procurement Service Center
                          PO Box 173364, DC116
                          Denver, Colorado 80217-3364
                          Attn: Darlene Morrow
         By E-Mail:       Darlene.morrow@cu.edu
         By FAX:          303/315-2799
                          Attn: Darlene Morrow

Response to offerors’ inquiries will be published as a modification on the electronic solicitation notification
system in a timely manner. Offerors cannot rely on any other statements that clarify or alter any
specification or other term or condition of the RFP.

         Should any interested offeror, sales representative, or manufacturer find any part of the
         listed specifications, terms and conditions to be discrepant, incomplete, or otherwise
         questionable in any respect, it shall be the responsibility of the concerned party to notify the
         Purchasing Agent of such matters immediately upon discovery.
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D.       MODIFICATION OR WITHDRAWAL OF PROPOSALS: Proposals may be modified or withdrawn
by the offeror prior to the established due date and time.

E.       ACCEPTANCE OF RFP TERMS: A proposal submitted in response to this RFP shall constitute a
binding offer. The autographic signature of a person who is legally authorized to execute contractual obligations on
behalf of the offeror shall indicate acknowledgment of this condition. A submission in response to this RFP
acknowledges acceptance by the offeror of all terms and conditions as set forth herein. An offeror shall identify
clearly and thoroughly any variations between its proposal and the RFP in the cover letter. Failure to do so shall be
deemed a waiver of any rights to subsequently modify the terms of performance, except as outlined or specified in
the RFP.

F.        PROTESTED SOLICITATIONS AND AWARDS: Any actual or prospective offeror
who is aggrieved in connection with either the solicitation or subsequent award of a contract may
protest to the University of Colorado, Director of Purchasing. The protest shall be submitted in
writing within seven working days after such aggrieved person knows, or should have known, of the
facts giving rise thereto. Sections IX, C. and IX, D. University of Colorado Procurement Rules.

With regard to the language above, it is important for offerors to note that a challenge to the
solicitation’s requirements or specifications should be made within seven (7) working days of when
the item being protested is known.

Announcement of the Notice of Intent to Award will be made via a posting on an electronic
solicitation notification system. The requirement for timely submission of any protest (7 working
days) will begin on the first working day following posting of the Notice of Intent to Award.

G. CONFIDENTIAL/PROPRIETARY INFORMATION: The University neither requests nor encourages the
submission of confidential/proprietary information in response to this Request for Proposal. Information submitted
will be open for public inspection. However, written requests for confidentiality can be submitted to the Purchasing
Agent provided that the submission is in strict accordance with the following procedures. This remains the sole
responsibility of the offeror. The Purchasing Agent will make no attempt to cure any information that is found to be
at a variance with this procedure. The offeror may not be given an opportunity to cure any variances after proposal
opening.      Neither a proposal in its entirety, nor proposal price information will be considered
confidential/proprietary. Questions regarding the application of this procedure must be directed to the purchasing
agent listed in this RFP.

             Procedure:
        1.   A written request for confidentiality shall be submitted, by the offeror, with the proposal response
             package.
        2.   The written request will be enclosed in an envelope marked ―Request for Confidentiality.‖
        3.   The written request must be accompanied by the information that is requested to be held confidential.
             Specific reasoning as to why each element is to remain confidential, other than recitation of a specific
             state or federal statute, is required.
        4.   Confidential/proprietary information must be separated out from the rest of your response. Co-
             mingling of confidential/proprietary information and other information is not acceptable.
        5.   The purchasing agent will make a written determination as to the apparent validity of any request for
             confidentiality. The written determination of the purchasing agent will be sent to the offeror.

Proposals that are determined to be at variance with this procedure may be declared non-responsive by the
purchasing agent, and not given further consideration.

H.       RFP RESPONSE MATERIAL OWNERSHIP: All material submitted regarding this RFP becomes the
property of the University of Colorado. Proposals may be reviewed by any person after the "Notice of Intent to
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Make an Award" letter has been issued, subject to the terms of Section 24-72-201 et. seq., C.R.S., as amended,
Public (open) Records.

I.         PROPOSAL PRICES: Estimated proposal prices are not acceptable. Proposal prices will be considered
to be your best and final offer, unless otherwise stated in the RFP. The proposal price, while an important part of the
offer, is not the only criterion that will be considered in determining the apparent successful offeror.

J.       SELECTION OF PROPOSAL: As described within the RFP, an Evaluation Committee will review and
score offers submitted and make a recommendation for award. This selection will be for award to the responsible
offeror whose proposal is determined to be most advantageous to the University. The PSC purchasing office, after
review and approval of the evaluation committee's written recommendation, will notify all offerors via a posting on
the BIDS system of the results of the RFP evaluation. The posting will be an announcement of "Notice of Intent to
Make an Award" which will name the apparent successful offeror.

K.        AWARD OF CONTRACT: The award will be made to the responsible offeror whose proposal,
conforming to the RFP, will be the most advantageous to the University of Colorado, price and other factors
considered. A contract must be completed and signed by all parties concerned. In the event the parties are unable to
enter into a contract, the University may elect to cancel the "Notice of Intent to Make an Award" letter and make the
award to the next most responsible offeror.

L.        ACCEPTANCE OF PROPOSAL CONTENT: The contents of the proposal (including persons specified
to implement the project) of the successful offeror will become contractual obligations if acquisition action ensues.
Failure of the successful offeror to accept these obligations in a contract, purchase order, or similar authorized
acquisition document may result in cancellation of the award and such offeror may be removed from future
solicitations.

M. FORM OF THE CONTRACT: A condition of the offeror’s response shall be that the contract
resulting from the award to the offeror shall be in the form required by current Colorado statutes, fiscal
rules and University of Colorado Procurement rules. See Attachment 6 to this RFP. The contract will
include all such terms and conditions required by these statutes and rules. In the event that the offeror’s
forms (or parts of forms) are included as attachments or exhibits in the final contract, the offeror agrees that
where there are contradictions or inconsistencies, the terms of the contract shall always supersede, manage,
and control those of any such attachment or exhibit. Further, the terms of the RFP and of the successful
offeror’s response to the RFP (the ―Response‖) shall be incorporated into the final contract, with the
contract taking precedence over either the RFP or the Response, and the RFP taking precedence over the
Response in the event the documents conflict.

Also, the contract will state that Colorado law shall govern the contract and that the offeror must agree to indemnify
the University. A commercially reasonable version of the following language shall appear in the contract:

―The offeror 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 incurred as a result of any
act or omission by the offeror, or its employees, agents, subofferors or assignees pursuant to the terms of this
Contract‖.

The University is precluded from indemnifying any parties, including offerors.

Also, the contract shall include the ―Special Provisions‖ which are required pursuant to the State of Colorado Fiscal
Rules. The ―Special Provisions‖ are incorporated in this RFP. See Attachment 4 to this RFP.

N.       RFP CANCELLATION: The University reserves the right to cancel this Request for Proposal at any
time, without penalty. All material submitted regarding this RFP becomes the property of the University, unless
otherwise noted in the RFP.
CU-DMGASES08-P
PAGE 13 OF 38

O.     RFP RESPONSE/MATERIAL OWNERSHIP All material submitted regarding this RFP
becomes the property of the University, unless otherwise noted in the RFP.

P.       INCURRING COSTS: The University is not liable for any cost incurred prior to issuance of a legally
executed contract and/or a purchase order. No property interest, of any nature shall occur until a contract is awarded
and signed by all concerned parties.

Q.        NON-DISCRIMINATION: The offeror shall comply with all applicable state and federal laws,
rules and regulations involving non-discrimination on the basis of race, color, religion, national origin, age
or sex.

R.         MINOR INFORMALITIES: Minor informalities of form rather than substance evident from the
response or insignificant mistakes that can be waived or corrected without prejudice to other vendors; that
is, the effect on price, quantity, quality, delivery, or contractual conditions is negligible. The Purchasing
Agent may waive such informalities or allow the vendor to correct them depending on which is in the best
interest of the University.

S.       PARENT COMPANY: If an offeror is owned or controlled by a parent company, the name, main office
address and parent company's tax identification number shall be provided in the proposal. The tax identification
number provided must be that of the offeror responding to the RFP.

T.       NEWS RELEASES: Neither the University, nor the offeror, shall make news releases pertaining
to this RFP prior to execution of the contract without prior written approval.

U.       CONTRACT CANCELLATION: The University reserves the right to cancel, for cause, any contract
resulting from this RFP by providing timely written notice to the contractor.

V.       CERTIFICATION OF INDEPENDENT PRICE DETERMINATION:
         1.    By submission of this proposal each offeror certifies, and in the case of a joint proposal
               each party, thereto certifies as to its own organization, that in connection with this
               procurement:
               (a)      The prices in this proposal have been arrived at independently, without
               consultation, communication, or agreement, for the purpose of restricting competition, as
               to any matter relating to such prices with any other offeror or with any competitor;
               (b)      Unless otherwise required by law, the prices which have been quoted in this
               proposal have not been knowingly disclosed by the offeror and will not knowingly be
               disclosed by the offeror prior to opening, directly or indirectly to any other offeror or to
               any competitor; and
               (c)      No attempt has been made or will be made by the offeror to induce any other
               person or firm to submit or not to submit a proposal for the purpose of restricting
               competition.

         2.       Each person signing the Request for Proposal form of this proposal certifies that:
                  (a)      He/she is the person in the offeror’s organization responsible within that
                  organization for the decision as to the prices being offered herein and that he/she has not
                  participated, and will not participate, in any action contrary to (1)(a) through (1)(c)
                  above; or
                  (b)      He/she is not the person in the offeror’s organization responsible within that
                  organization for the decision as to the prices being offered herein but that he/she has been
                  authorized in writing to act as agent for the persons responsible for such decision in
                  certifying that such persons have not participated, and will not participate, in any action
                  contrary to (1)(a) through (1)(c) above, and as their agent does hereby so certify; and
                  he/she has not participated, and will not participate, in any action contrary to (1)(a)
                  through (1)(c) above.
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         3.       A proposal will not be considered for award where (1)(a), (1)(c), or (2) above
                  has been deleted or modified. Where (1)(b) above has been deleted or modified,
                  the proposal will not be considered for award unless the offeror furnishes with
                  the proposal a signed statement which sets forth in detail the circumstances of
                  the disclosure and the University’s Director of Purchasing, or designee,
                  determines that such disclosure was not made for the purpose of restricting
                  competition.


W.      TAXES: The University of Colorado, as a public institution of higher education of the State of Colorado,
is exempt from all federal excise taxes under Chapters 32 and 33 of the Internal Revenue Code and from all
Colorado State and local government sales and use taxes (see C.R.S. 39-26-114(a) and 203).

For further information see the Procurement Service Center website:
http://www.cusys.edu/psc/purchasing/vendor/taxexempt.html.

X.       ASSIGNMENT AND DELEGATION: Neither party to any resulting contract may assign or delegate
any portion of the agreement without the prior written consent of the other party.

Y.       AVAILABILITY OF FUNDS: Financial obligations of the University payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. In the
event funds are not appropriated, any resulting contract will become null and void, without penalty to the University.

Z.       INSURANCE:

The Contractor shall obtain and maintain, in a company or companies authorized to do business in the State of
Colorado, the minimum insurance coverages set forth below. By requiring such minimum insurance, the University
shall not be deemed or construed to have assessed the risk that may be applicable to the Contractor under this
contract. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits
and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to
the contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. See
Attachment 5, below.

AA.    Contracts resulting from this RFP must contain the following clause:
"THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT
CONTRACTOR AND NOT AS AN EMPLOYEE OF THE UNIVERSITY. NEITHER THE CONTRACTOR
NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO
BE AN AGENT OR EMPLOYEE OF THE STATE. CONTRACTOR SHALL PAY WHEN DUE ALL
REQUIRED EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES
PAID BY THE STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT
THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT
INSURANCE BENEFITS UNLESS THE CONTRACTOR OR A THIRD PARTY PROVIDES SUCH
COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH
COVERAGE. CONTRACTOR SHALL HAVE NO AUTHORIZATION, EXPRESS OR IMPLIED, TO
BIND THE STATE TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS
EXPRESSLY SET FORTH HEREIN. CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE
WORKER'S COMPENSATION (AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUIRED
BY THE STATE) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS
REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE
CONTRACTOR, ITS EMPLOYEES AND AGENTS."

BB. PARKING: Offeror must observe all UCD/UCH parking rules and regulations, which will be
provided.
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CC. FUEL SURCHARGES AND LATE FEES                       The University does not pay fuel surcharges or late
fees.


                                     IV. OFFEROR’S RESPONSE FORMAT

                           TECHNICAL PROPOSAL: (SUBMIT ORIGINAL AND SIX COPIES)

Your proposal must address all items (A through M) outlined in Section II, Scope of Work.

A.       COVER LETTER. Include introducing your company, summarizing your qualifications, and detailing any
         exceptions to this RFP (please note that significant exceptions may make your proposal non-responsive).

B.       OFFEROR’S EXPERIENCE AND QUALIFICATIONS

         1.       General Offeror Information: Provide principal contact information for this RFP, including
                  address, telephone number, fax number, e-mail, and website (if applicable).

         2.       Responsibility Information:
                  a.     Financial Information.
                         (1) If you are a public company, provide the following information:
                                Form 10K (or Form 10K-SB Small Business);
                                Form 10Q (Form 10Q-SB Small Business); and
                                Annual Report for last fiscal year.

                           (2) If you are a private entity, provide the following information:
                                Audited or reviewed financial statements for each of the three (3) most recent
                                    fiscal years;
                                If audited or reviewed financial statements are not available, provide, at a
                                    minimum, a balance sheet, statement of operations, and statement of cash flows
                                    for each of the three (3) most recent fiscal years.
                                Annual reports or other documents that provide information about the
                                    company’s operations; and

                  Note: Financial information will be used to evaluate responsibility in a pass/fail capacity.

                  b.       References. It is mandatory that the offeror be able to provide, at a minimum, references
                  from three customers who have obtained similar products and services of similar size and scope
                  from your firm for at least five years. Failure to be able to provide at least three references who fit
                  this profile will result in the disqualification of your proposal response. Your three references
                  should have annual volume similar to that of the UCD and UCH. References in the Health and
                  Medical field are preferred.

                  Include, at a minimum, the following information: 1) company name, 2) contact name, 3) phone
                  number, 4) fax number, 5) email address, 6) brief description of project scope and value, 7) status
                  of project. References may be contacted at any time during this RFP process to determine an
                  offeror’s responsibility.

                  c.       Account Transition- Detail here or add another page.
                  Describe the process (logistics, administrative, etc.) that your firm will use to mobilize the
                  UCD/UCH account if your company is selected for this contract. This should include a plan for
                  placement of containers prior to the contract start up date. Winning vendor will also be asked to
                  provide startup training on your on-line ordering system and processes. If applicable, incoming
                  contract and incumbent must coordinate with each other to make a smooth transition. If
CU-DMGASES08-P
PAGE 16 OF 38

                  incumbent is not the successful offeror, incumbent will be required to provide a complete list of
                  current users at UCD/UCH to allow for a smooth transition.

                  ________________________________________________________________

                  ________________________________________________________________

                  ________________________________________________________________


                  d.       Provide a list of customers currently using your online ordering system. Include
                           name of company, contact, and telephone number.

                  e.       Include references to customers for which you have provided life cycle tracking of
                           cylinders. Include name of company, contact, and telephone number.

                  f.       Provide a sample minimum standard analysis report

                  g.       Provide sample of cylinder tracking/demurrage report

                  h.       Provide a copy of your delivery ticket

                  i.       Provide a sample copy of your invoice



                               COST PROPOSAL: (SUBMIT ORIGINAL AND SIX COPIES)

Cost Proposal shall be sent in a separately sealed envelope marked "COST PROPOSAL".

Vendor must state length of time that prices are firm. Vendor must state the limit on price increases. Vendor must
state how price increases, if any, are to be computed. Requests for price adjustments must be made in writing to the
University of Colorado Procurement Service Center and include a justification for the requested adjustment.

Any price increase will require a sixty day written notice prior to taking effect. The University reserves the right to
accept, reject or negotiate requested increases. In the event that a price increase request is rejected, the University
reserves the right to cancel the award and re-solicit competition for a new contract.

If available, offerors should include, as an attachment, a catalog of available items and indicate the percentage
discounts offered to the UCD/UCH as part of their proposal.

C.       MANDATORY REQUIREMENTS: By submitting a proposal, you certify that your company meets all of the
         mandatory requirements named in the following sections.

         1)        Section II., B) ORDER SYSTEM

         2)       Section II., C) DELIVERY SYSTEM

         3)        Section II., D) CYLINDER TRACKING SYSTEM

         4)       Section II., E) CYLINDER INVENTORY

         5)       Section II., F) CYLINDER REPLACEMENT (LOSS OF USE)

         6)       Section II., J) INVOICING
CU-DMGASES08-P
PAGE 17 OF 38

      7)       Section II., K) REPORTS

      8)       Section II., M) CUSTOMER REFERENCES

      9)       Section IV) COST PROPOSAL

D.    USE OF SUBCONTRACTORS/PARTNERS:There may be areas for use of subcontractors or partners in this
      project. The University encourages use of small businesses wherever viable. If you are utilizing this
      approach, your proposal must list the subcontractors/partners, their area(s) of expertise, and include all
      other applicable information herein requested for each subcontractor/partner. Please keep in mind that the
      University will contract solely with your company, therefore subcontractors/partners remain your sole
      responsibility.

E.    TECHNICAL PROPOSAL COMPONENTS:

               1.       Availability of Inventory: Please submit information demonstrating the commonly used
               items you have available and whether you can make them available for delivery by the next day
               after order placement. Indicate your timeline/cutoff for daily order placement.

               2.        Reporting and Tracking Systems Offered: Describe in detail your method of tracking
               cylinders and invoicing for demurrage charges. Include, as an addendum, sample cylinder
               tracking/demurrage reports in use by your company. It is mandatory that the successful offeror
               must have in place, and be able to demonstrate, the ability to track individual cylinders through the
               life cycle of the cylinder. Include references to customers for which this service is being provided.
               Bar coding or better technology of each individual cylinder is mandatory

               3.        Invoicing and Terms Offered: Provide a copy of your invoice and describe all
               information on it. Describe the various methods of billing available. Describe the availability and
               usage of credit card systems and your process for billing on a Purchase Order basis. Describe your
               ability to transmit level two and level three reporting information on Credit Card transmissions.
               Include the number of characters available for order description for credit card transactions as well
               as purchase order transactions.

               4.       Variety and Depth of Service Available: Describe your overall service in detail,
               including factors such as your order system, delivery system, cylinder inventory, quality control
               processes, high purity gases and problem resolution.

F.    SIGNATURE PAGE AND W-9. Include this form as provided in Attachment 3. The University requires a W-
      9 (modified) for each vendor it does business with. This form can be found on the PSC’s website at
      www.cu.edu/psc/forms/forms.html.

COST PROPOSAL:

      COST PROPOSAL INFORMATION:
      Provide in a separate sealed package as described in Section IV, above.

       While not the most important part of the proposal, overall cost will be considered as part of the evaluation
      of your proposal.

      Estimated proposal prices are not acceptable. Proposal prices will be considered to be your best and final
      offer, unless otherwise stated in the RFP.



                                     V. EVALUATION AND AWARD
CU-DMGASES08-P
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A) PROPOSAL EVALUATION

All proposals submitted in response to this RFP will be reviewed for responsiveness by the purchasing agent prior to
referral to the evaluation committee. A committee will then evaluate all responsive proposals in accordance with the
evaluation criteria described below. Total scores will be tabulated, and the contract will be awarded to the offeror
whose proposal is deemed to be the most advantageous to the University.

If the University requests presentations by short-listed offerors, committee members may revise their initial scores based
upon additional information and clarification received in this phase. Please note that the date for presentations has
already been set as April 30, 2008. If your company is invited to give a presentation to the committee, this date may not
be flexible.

The University, at its discretion, may utilize a Best and Final Offer (BAFO) stage. If this phase is utilized, the
purchasing agent shall submit to the vendors most likely to receive the award, requests for specific clarification and
allow vendors to enhance their pricing. The purchasing agent shall coordinate the offerors’ responses for review by the
evaluation committee. The purchasing agent shall be the SOLE point of contact throughout the process for all offerors.
If your company is invited to participate in this stage, these dates may not be flexible. If the University requests Best and
Final Offers by short-listed offerors, committee members may revise their initial scores based upon additional
information and clarification received in this phase. In lieu of revising scoring, the University reserves the right to
evaluate BAFOs by use of a narrative.

The contract will be awarded to the vendor whose overall offer is deemed to be the most advantageous to the
University as determined by the evaluation committee. The PSC purchasing office, after review and approval
of the evaluation committee's written recommendation, will notify all offerors via a posting on an electronic
solicitation notification system of the results of the RFP evaluation. The posting will be an announcement
of "Notice of Intent to Make an Award" which will name the apparent offeror.

In preparing responses, offerors should describe in great detail how they propose to meet the specifications as detailed in
this solicitation. Specific factors will be applied to proposal information to assist the University in selecting the most
qualified candidate for this contract. Evaluation Criteria that will be used are as follows, listed in no particular order:

    Not listed in order of priority:

    1) Availability of inventory.
            Commonly used items such as carbon dioxide, oxygen, hydrogen, compressed air and nitrogen
                should be available for delivery by the next day after order placement.
    2) Reporting and tracking systems offered.
            Winning contractor must have a viable cylinder tracking system in place.
    3) Invoicing and terms offered.
            Factors of interest in these category include cylinder replacement (loss of use), invoicing for the
                purchase of gas, invoicing for cylinder rental charges, and account closeout
    4) Variety and depth of service available.
            Factors of interest in this category include:
                     o offeror’s order system (including, but not limited to possible methodologies which would
                          help reduce department staff’s efforts in tracking cylinders)
                     o delivery system, cylinder inventory
                     o quality control process
                     o high purity gases,
                     o problem resolution.
    5) Cost
       Note, please carry your rental pricing figures out three decimals.

A presentation and/or demonstration may be requested by ―short-listed‖ vendors prior to award. However, a
presentation/demonstration may not be required, and therefore, complete information should be submitted with your
proposal.
CU-DMGASES08-P
PAGE 19 OF 38


C.       DETERMINATION OF RESPONSIBILITY OF THE OFFEROR

The University of Colorado Procurement Rules state a Purchasing Agent shall make purchases from, and award
contracts to, Responsible vendors only. The University reserves the right to make its offeror responsibility
determination at any time in this RFP process and may not make a responsibility determination for every offeror.

Factors to be considered in determining whether the standard of responsibility has been met include whether an
offeror has:
         1)       available the appropriate financial, material, equipment, facility, and personnel resources and
                  expertise, or the ability to obtain them necessary to indicate the capability to meet all contractual
                  requirements;
         2)       a satisfactory record of performance;
         3)       a satisfactory record of integrity;
         4)       the legal authority to contract with the University; and
         5)       supplied all necessary information in connection with the inquiry concerning responsibility.

The offeror shall supply information requested by UCD/UCH in Section IV, Offeror Response Format concerning
the offeror’s responsibility. UCD/UCH reserves the right to request further information as it deems necessary to
determine the offeror’s responsibility. If the offeror fails to supply the requested information, UCD/UCH shall base
the determination of responsibility upon any available information or may find the offeror non-responsible if such
failure is unreasonable.
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                         VI. COST PROPOSAL Market Basket Pricing - Cylinder Rental (Daily)
 ****NOTE: PLEASE CARRY YOUR RENTAL PRICING OUT THREE DECIMALS
Item No.            Cylinder Category Type                                                 Daily Charge

1.                  High Pressure large cylinders (#1’s, #2’s, G’s, H’s)                   _____________

2.                  Low Pressure (Propanes, Acetylenes)                                    _____________

3.                  Specialty Gases (very high purity and mixes)                           _____________

4.                  Dewars                                                                 _____________

5.                  Small Medical (E’s, D’s)                                               _____________

                                                                      TOTAL                $__________________

----------------------------------------------------------------------------------------------------------------------------- ---
                                  Market Basket Pricing—Gas Purchase Pricing (Per 100 cf)
The specific gases listed below are commonly requested, but should not be construed as a complete list of required
gases. Directions: Please indicate Per 100 cu. Ft. price for the following commonly purchased gases.

Item                Product                                                     Per 100 cu. ft.
No.

1.                  Liquid industrial nitrogen                                  __________

2.                  Carbon dioxide 98.8% pure                                   __________

3.                  NF nitrogen                                                 __________

4.                  USP oxygen                                                  __________

5.                  USP oxygen medical grade                                    __________

6.                  USP carbon dioxide                                          __________

7.                  USP nitrous oxide                                           __________

8.                  USP compressed air medical                                  __________

9.                  Helium UHP                                                  __________

10.                 Liquid nitrogen bulk fill                                   __________

11.                 USP compressed air medical                                  __________

                                                                                TOTAL                $____________________
CU-DMGASES08-P
PAGE 21 OF 38




                ATTACHMENT 1 - ADDENDUM TO AGREEMENT by and between
                                                              and
                                UNIVERSITY OF COLORADO HOSPITAL -


         The Agreement by and between                                                         and University
of Colorado Hospital Authority, a body corporate and political subdivision of the State of Colorado dated
                           , and any addenda or riders thereto (collectively the ―Contract‖) is hereby amended by the
addition of the following ―Contract Standard Terms‖. In the event of a conflict between a provision of these
―Contract Standard Terms‖ and a provision of the Contract, the provisions of these ―Contract Standard Terms‖ shall
govern. As used in these ―Contract Standard Terms‖, the word ―Contractor‖ refers to
―                                           ―; ―Hospital‖ refers to ―University of Colorado Hospital‖; and
―Contract‖ refers to the underlying ―Agreement‖ as defined above.

                                       CONTRACT STANDARD TERMS

     1.     Access to Records: In accordance with 42 USC 1395x(v)(1)(a)(I), during the term of this Agreement
            and for a period of four (4) years after the termination of this Agreement, the University of Colorado
            Hospital, the Department of Health and Human Services and the Comptroller General of the United
            States and their duly authorized representatives shall have the right of access to all books, documents,
            and records of the Contractor which are necessary to verify the costs of the Agreement. Contractor
            agrees to provide a similar clause in all contracts with any subcontractor relating to the performance of
            this Agreement.
     2.     Advertising: Neither party to this Agreement shall use the name of the other party in any advertising,
            marketing or promotional materials without the express written consent of the other party.
     3.     Amendment: Any changes to this Agreement must be made by mutual written consent of both parties.
     4.     Applicable Law: This Agreement, and all matters relating to it shall be governed by the laws, rules
            and regulations of the State of Colorado, as are now in effect or as may be later amended or modified,
            without reference to the choice of law rules on any state. In the event that any provision of this
            Agreement conflicts with or is inconsistent with the provisions of those laws, rules or regulations, the
            provisions of the laws, rules, and regulations shall govern and supersede. This Agreement, and all
            matters relating to it shall be enforced in, and all parties do now submit to, the exclusive jurisdiction
            and venue of any court having subject matter jurisdiction located in the City and County of Denver,
            State of Colorado, or in the United States District Court for the District of Colorado, in the event of any
            litigation concerning this Agreement and regardless of where this Agreement may be executed. Each
            party consents to and agrees to file a general appearance in the event that it receives service of process
     5.     Assignment: The rights and obligations of either party under this Agreement may not be assigned
            except with the prior written consent of the other party, which consent shall not be unreasonably
            withheld. In the event of assignment upon consent, the assigning party agrees to indemnify the other
            party for loss or damage arising out of or in connection with the assignment.
CU-DMGASES08-P
PAGE 22 OF 38

   6.    Attorneys Fees:       In the event that either party brings legal action to enforce any provision of this
         Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses, including
         attorney’s fees, incurred by such party in connection with such action.
   7.    Binding Effect: All of the provisions of this Agreement shall be binding upon and inure to the benefit
         of the respective lawful successors and assigns of the parties to this Agreement.
   8.    Code of Conduct: Consistent with the OIG initiative encouraging health care providers to engage in
         efforts to combat fraud and abuse in the health care, the Hospital has implemented a corporate
         governance compliance program for which its Code of Conduct relating to business ethics is an integral
         part. Accordingly, Contractor agrees that its directors, officers, employees and agents will take no
         action to induce, or that would result in a violation of the Hospital’s Code of Conduct. The Code of
         Conduct can be assessed at http://tinyurl.com/2lk626.
   9.    Confidentiality: During the course of performance hereunder, both Contractor and Hospital, or their
         respective agents, employees, individuals providing services on their behalf, or contractors, may receive
         information regarding the other party’s business practices, employees, individuals performing services
         on their behalf, patients or their medical condition. Contractor and Hospital agree to use reasonable
         efforts to maintain the confidentiality of such information. Both Contractor and Hospital recognize and
         agree that all such confidential information is and shall continue to be the exclusive property of the
         other party and further agree that they will not directly use, disseminate, disclose or otherwise reveal
         any confidential information or materials to any person, firm, corporation, association or other entity for
         any reason or purpose whatsoever, without the prior written consent of the other party, unless required
         to do so by law.
   10.   Contractor’s Responsibility: To the extent permitted by law, each party agrees to be responsible for
         all liability, losses, damages, claims, or causes of action, and related expenses, which result from that
         party’s negligent acts or omissions, and those of its directors, employees or agents, during the
         performance of this Agreement.
   11.   Counterparts/Execution by Facsimile: For the convenience of the parties, copies of this Agreement,
         including Schedules hereto, may be executed in two or more counterparts and signature pages
         exchanged by facsimile. The parties intend that counterpart copies signed and exchanged as provided
         in the preceding sentence shall be fully binding as an original handwritten executed copy hereof and all
         of such copies together shall constitute one instrument.
   12.   Deficit Reduction Act of 2005: Hospital is required under Section 6032 of the Deficit Reduction Act
         of 2005 (―DRA‖) to provide information concerning federal and state false claims acts to contractors
         and agents, defined as ―contractor, subcontractor, agent or other person who, on behalf of the entity,
         furnishes or otherwise authorizes the furnishing of Medicaid health care items or services, performs
         billing or coding functions, or is involved in monitoring of health care provided by the entity‖.
         Accordingly, Contractor is referred to the Hospital’s Code of Conduct, Section 1, which contains this
         information. The Hospital’s Code of Conduct can be assessed at http://tinyurl.com/2lk626.
   13.   Dispute Resolution: At the written request of either party, the parties will attempt to resolve any
         dispute arising under or relating to this Agreement through the informal means described in this Section
         11. Each party will appoint a senior management representative who does not devote substantially all
         of his or her time to performance of this Agreement. The representatives will furnish to each other all
         non-privileged information with respect to the dispute that the parties believe to be appropriate and
         germane. The representatives will use commercially reasonable efforts to resolve the dispute without
         the necessity of any formal proceeding. Formal proceedings for the resolution of the dispute may not
         be commenced until the earlier of: (i) the designated representatives conclude that resolution through
         continued negotiation does not appear likely; or (ii) thirty (30) days have passed since the initial request
         to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the
         expiration of any applicable limitations period, to preserve a superior position with respect to other
         creditors, or to apply for interim or equitable relief.
   14.   Entire Agreement: This written Agreement contains the whole understanding of the parties and
         supersedes all prior oral or written representations and statements between the parties. No waiver,
CU-DMGASES08-P
PAGE 23 OF 38

         amendment or modification of any of the provisions of this Agreement shall be effective unless made in
         writing and signed by duly authorized representatives of the parties.
   15.   Federal Health Care Program Warranties:             Each party represents and warrants to each other that
         (a) neither it nor any of its affiliates are excluded from participation under any federal health care
         program, as defined under 42 U.S.C. § 1320a-7b(f), for the provision of items or services for which
         payment may be made under a federal health care program; (b) neither party has arranged or contracted
         (by employment or otherwise) with any employee, contractor or agent that it or its’ affiliates know or
         should know are excluded from participation in any federal health care program; and (c) no final
         adverse action, as such term is defined under 42 U.S.C. §1320a-7e(g), has occurred or is pending
         against it or its affiliates or to their knowledge against any employee, contractor or agent engaged to
         provide items or services under this Agreement, shall notify each other of any Exclusions/Adverse
         Actions or any basis therefore within seven (7) days of its learning of any such Exclusion/Adverse
         Action or any basis therefore.
   16.   F.O.B. & Shipping: All prices should be quoted F.O.B. University of Colorado Hospital's loading
         dock. Shipping & freight charges will be the responsibility of the Contractor.
   17.   Health Insurance Portability and Accountability Act (“HIPAA”): Contractor and contractor’s
         software shall be compliant with the applicable Health Insurance Portability and Accountability Act of
         1996 HIPAA sections requiring the use of standards for electronic health care transactions and
         recommendations concerning the standards, including security, to ensure privacy of individually
         identifiable health information. Contractor shall:
         17.1.    Not use or further disclose protected health information other than as permitted by this
                  Agreement or required by law;
         17.2.    Use appropriate safeguards to protect the confidentiality of protected health information;
         17.3.    Report to Hospital any use or disclosure by Contractor of protected health information that is
                  not provided by this agreement;
         17.4.    Ensure that any agents or subcontractors to which Contractor may provide protected health
                  information agree to substantially the same restrictions and conditions as apply to Contractor
                  by this provision;
         17.5.    Make available to Hospital the information as necessary for Hospital to comply with patients
                  rights to access, amend, and receive an accounting of disclosures of their protected health
                  information;
         17.6.    Make its practices, books and records relating to the use and disclosure of protected health
                  information available to the Secretary of Health and Human Services upon request;
         17.7.    Return or destroy all protected health information at the termination of this Agreement; and
         17.8.    Authorize Hospital to terminate this Agreement if Contractor has materially violated this
                  provision.
   18.   Headings: The captions and headings used in this Agreement are for reference purposes only and shall
         not affect in any way the meaning or interpretation of this Agreement.
   19.   Hospital’s Liability: The Hospital is governed by Colorado Governmental Immunity Act, C.R.S. § 24-
         10-101, et.seq., which includes provisions limiting University of Colorado Hospital's liability in the
         case of legal action. The parties acknowledge that the maximum liability that may be recovered from
         University of Colorado Hospital in any action that lies in tort or could lie in tort is limited by the
         provisions of the Act.
   20.   Independent Contractors: Contractor is performing the services of this Agreement as an independent
         contractor and not as an employee, agent, partners, or joint Venturer with the Hospital. It is understood
         and agreed that each party, together with its agents, servants, and employees, is at all times acting as an
         independent contractor, and that neither has any express or implied authority to assume or create any
         obligation or responsibility on behalf of, or in the name of, the other party. Contractor shall satisfy all
         tax and other governmentally-imposed responsibilities with regard to its own personnel, including, but
         not limited to, payment of social security taxes, workers’ compensation, self-employment taxes, and all
         other payroll taxes.
         THE INDEPENDENT CONTRACTOR IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE
         BENEFITS UNLESS UNEMPLOYMENT COMPENSATION COVERAGE IS PROVIDED BY THE
CU-DMGASES08-P
PAGE 24 OF 38

         AGREEMENT OR SOME OTHER ENTITY. THE INDEPENDENT CONTRACTOR IS NOT
         ENTITLED TO WORKER’S COMPENSATION BENEFITS.          THE INDEPENDENT
         CONTRACTOR IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY
         MONIES EARNED PURSUANT TO THIS AGREEMENT RELATIONSHIP.
   21.   Limitation on Liability: In no event shall either party be subject to or liable for any indirect,
         incidental, consequential, reliance, special, or punitive loss or damages arising from this Agreement.
   22.   Legal Authority: The person or persons signing and executing this Agreement on behalf of each
         party, do hereby warrant and guarantee that he/she or they have been fully authorized by such party to
         execute this Agreement on behalf of the party and to validity and legally bind the party to all terms,
         performances and provisions set forth in the Agreement.
   23.   Non-Discrimination: In connection with the performance of work under this Agreement, the parties
         agree not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation,
         against any person otherwise qualified on the basis of race, color, religion, national origin, gender, age,
         military status, sexual orientation, marital status or physical or mental disability; and further agrees to
         insert the foregoing provision in all subcontracts related to the performance of this Agreement.
   24.   No Third Party Benefit: This Agreement is entered into for the benefit of the named parties to the
         Agreement only. Nothing in this Agreement shall be construed to create any duty, liability, or benefit
         to any person or entity not a party to this Agreement.
   25.   Notice: Any notice provided pursuant to the terms and provisions hereof shall be deemed to be
         delivered when sent by facsimile, hand delivered, delivery service or by certified mail, return receipt
         requested, postage prepaid and received by the addressee. Notices will be sent to:

                       Contractor:                                   Name:
                                                                     Address:
                                                                     City and State:
                                                                     Phone:
                                                                     Fax:
                     University of Colorado Hospital:                Contracts Office
                                                                     13050 East Smith Road
                                                                     Aurora, CO 80011
                                                                     720.848.2929
                                                                     720.848.2902
   24.   Prohibition of Illegal Aliens: (Service Agreements) Contractor does not now, and certifies that
         Contractor shall comply with the provisions of CRS §8-17.5-101, et.seq., including that:
         24.1. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this
                 Agreement for services, nor will Contractor enter into a contract with a subcontractor that fails
                 to certify to the Contractor that the subcontractor will not knowingly employ or contract with
                 an illegal alien to perform work under this Agreement.
         24.2. Contractor has verified or attempted to verify through participation in the Basic Pilot Employment
                 Verification Program administered by the Social Security Administration and the Department
                 of Homeland Security [http://www.uscis.gov/graphics/services/employerinfo/index.htm] that
                 Contractor does not employ any illegal aliens and, if the Contractor is not accepted into the
                 Basic Pilot Program prior to entering into this Agreement, the Contractor shall apply to
                 participate in the Basic Pilot Program every three (3) months until the Contractor is accepted or
                 this Agreement has been completed, whichever is earlier. If the Basic Pilot Program is
                 discontinued, this provision shall become null and void.
         24.3. Contractor is prohibited from using the Basic Pilot Program procedures to undertake pre-
                 employment screening of job applicants while this Agreement is being performed.
         24.4. If Contractor obtains actual knowledge that a subcontractor performing work under this
                  Agreement knowingly employs or contracts with an illegal alien, Contractor shall:
CU-DMGASES08-P
PAGE 25 OF 38

                  24.4.1. Notify the subcontractor and Hospital within three (3) days that the Contractor has
                          actual knowledge that the subcontractor is employing or contracting with an illegal
                          alien, and
                  24.4.2. Terminate the subcontract with the subcontractor if within three (3) days after notice
                          the subcontractor does not stop employing or contracting with the illegal alien; except
                          that termination of the subcontract is not required if the subcontractor provides
                          information establishing that the subcontractor has not knowingly employed or
                          contracted with an illegal alien.
         24.5. Contractor agrees to comply with any reasonable request made by the Colorado Department of
                 Labor and Employment in the course of an investigation by the Department.
         24.6. A violation of this term by Contractor will be considered a material breach of this Agreement and
                  Hospital may, at its option, terminate this Agreement and the Contractor shall be liable for
                  actual and consequential damages to Hospital.
   25.   Payment Terms: Invoices will be paid within forty-five (45) days of the invoice date. No penalty fees
         for late payment.
   26.   Severability: In the event any provision of this Agreement is rendered invalid or unenforceable by law,
         or declared void by any court of any competent jurisdiction, the remainder of the provisions of this
         Agreement shall remain in full force and effect.
   27.   Taxes: : Hospital warrants and Contractor acknowledges that Hospital is exempt from tax obligations
         by virtue of its 501(c)(3) status and as a political subdivision of the State of Colorado. The State of
         Colorado Tax exempt number is 98-09003-0000 (1998). The Federal ID number is 84-1179794.
   28.   Termination for Convenience: Either party may terminate this Agreement at any time, without cause
         or penalty, by giving the other party thirty (30) days prior written notice. Upon the expiration of such
         period, this Agreement shall be terminated and of no further force and effect except for those rights and
         obligations which arose, accrued or were incurred prior to the date of termination.
   29.   Travel Expenses: Travel expenses, if applicable, will be billed on a monthly basis and not exceed the
         limits and rules outlined in the Hospital Travel Policy which can is available upon request. Detailed
         copies of all receipts and supporting material for expenses shall be included with each invoice.
   30.   Waiver: No waiver of any term or condition of this Agreement shall be deemed to be a subsequent
         waiver of any other term or condition. No delay or failure of a party to the Agreement to exercise a
         right under the Agreement shall constitute a waiver or abandonment of that right. To be effective and
         binding on a party, a waiver must be in writing and signed by that party.


         CONTRACTOR:                                       UNIVERSITY OF COLORADO HOSPITAL


         By:                                               By:
         Name:                                             Name:
         Title:                                            Title:
         Date:                                             Date:
CU-DMGASES08-P
PAGE 26 OF 38




                                      ATTACHMENT 2 - SIGNATURE PAGE
Offerors shall complete this page and include it with their technical and cost proposals.

Be sure to attach a W-9 (modified) as found at http://www.cu.edu/psc/forms/forms.html.

I certify our company’s receipt of ______ modifications to this RFP.
                                 (number)

By signing below, you agree to all terms & conditions in this RFP, except where expressly described in your cover
letter.



Original Signature by Authorized Officer/Agent                  Vendor’s Tax ID Number (FEIN)



Type or printed name of person signing                          Company Name



Title                                                           Phone Number



Vendor Mailing Address                                          Fax Number



City, State, Zip                                                Proposal Valid Until (at least for 90 days)



E-Mail Address                                                  Website Address
CU-DMGASES08-P
                    SPECIAL PROVISIONS (ATTACHMENT 3)
PAGE 27 OF 38



                      The Special Provisions apply to all contracts except where noted in italics.

1. CONTROLLER'S APPROVAL. CRS 24-30-202 (1). This contract shall not be deemed valid until it has
been approved by the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS 24-30-202(5.5). Financial obligations of the State payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.
3. INDEMNIFICATION. Contractor shall indemnify, save, and hold harmless the State, its employees and
agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees
and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors,
or assignees pursuant to the terms of this contract.
[Applicable Only to Intergovernmental Contracts] No term or condition of this contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions,
of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C.
2671 et seq., as applicable, as now or hereafter amended.
4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Neither contractor nor any agent or employee of contractor shall be
or shall be deemed to be an agent or employee of the state. Contractor shall pay when due all required employment
taxes and income taxes and local head taxes on any monies paid by the state pursuant to this contract. Contractor
acknowledges that contractor and its employees are not entitled to unemployment insurance benefits unless
contractor or a third party provides such coverage and that the state does not pay for or otherwise provide such
coverage. Contractor shall have no authorization, express or implied, to bind the state to any agreement, liability or
understanding, except as expressly set forth herein. Contractor shall provide and keep in force workers'
compensation (and provide proof of such insurance when requested by the state) and unemployment compensation
insurance in the amounts required by law and shall be solely responsible for its acts and those of its employees and
agents.
5. NON-DISCRIMINATION. Contractor agrees to comply with the letter and the spirit of all applicable State
and federal laws respecting discrimination and unfair employment practices.
6. CHOICE OF LAW. The laws of the State of Colorado, and rules and regulations issued pursuant thereto, shall
be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether
or not incorporated herein by reference, which provides for arbitration by any extra-judicial body or person or which
is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained
in any provision incorporated herein by reference which purports to negate this or any other special provision in
whole or in part shall be valid or enforceable or available in any action at law, whether by way of complaint,
defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate
the remainder of this contract, to the extent that this contract is capable of execution. At all times during the
performance of this contract, Contractor shall strictly adhere to all applicable federal and State laws, rules, and
regulations that have been or may hereafter be established.
7. [Not Applicable to Intergovernmental Contracts] VENDOR OFFSET. CRS 24-30-202 (1) and 24-30-202.4.
The State Controller may withhold payment of certain debts owed to State agencies under the vendor offset intercept
system for: (a) unpaid child support debt or child support arrearages; (b) unpaid balances of tax, accrued interest, or
other charges specified in Article 21, Title 39, CRS; (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 or its agencies, as a result of final agency determination or reduced to
judgment, as certified by the State Controller.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or other public
funds payable under this contract shall be used for the acquisition, operation, or maintenance of computer software
in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies that, for the
term of this contract and any extensions, Contractor has in place appropriate systems and controls to prevent such
improper use of public funds. If the State determines that Contractor is in violation of this paragraph, the State may
exercise any remedy available at law or equity or under this contract, including, without limitation, immediate
CU-DMGASES08-P
PAGE 28 OF 38

termination of this contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
9. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 and 24-50-507. The signatories aver that to their
knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property
described in this contract.
10. [Not Applicable to Intergovernmental Contracts]. ILLEGAL ALIENS – PUBLIC CONTRACTS FOR
SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. CRS 8-17.5-101 and 24-76.5-101. Contractor
certifies that it shall comply with the provisions of CRS 8-17.5-101 et seq. Contractor shall not knowingly employ
or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that
fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under this contract. Contractor represents, warrants, and agrees that it (i) has verified that it does not
employ any illegal aliens, through participation in the Basic Pilot Employment Verification Program administered
by the Social Security Administration and Department of Homeland Security, and (ii) otherwise shall comply with
the requirements of CRS 8-17.5-102(2)(b). Contractor shall comply with all reasonable requests made in the course
of an investigation under CRS 8-17.5-102 by the Colorado Department of Labor and Employment. Failure to
comply with any requirement of this provision or CRS 8-17.5-101 et seq., shall be cause for termination for breach
and Contractor shall be liable for actual and consequential damages.
Contractor, 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 CRS 24-76.5-101 et seq., and (iii) shall produce one form of
identification required by CRS 24-76.5-103 prior to the effective date of this contract.
                  Revised October 25, 2006                                          Effective Date of Special
                  Provisions: August 7, 2006
CU-DMGASES08-P
PAGE 29 OF 38

                      INSURANCE REQUIREMENTS (ATTACHMENT 4)

   The Contractor shall obtain and maintain, at its own expense and for the duration of the contract, the
   minimum insurance coverages set forth below. By requiring such minimum insurance, the University shall
   not be deemed or construed to have assessed the risk that may be applicable to the Contractor under this
   contract. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain
   higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations
   assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient
   amounts, duration, or types.

   COVERAGES

   1. Commercial General Liability – ISO most current form. Coverage to include:
      Premises and Operations
      Personal / Advertising Injury
      Products / Completed Operations
      Liability assumed under an Insured Contract (including defense costs assumed under contract)
      Independent Contractors

   2. Automobile Liability including all:
       Owned Vehicles
       Non-owned Vehicles
       Hired Vehicles

   3. Workers Compensation
      Statutory Benefits (Coverage A)
      Employers Liability (Coverage B)


   LIMITS REQUIRED

   The Contractor shall carry the following limits of liability as required below:

   Commercial General Liability
    General Aggregate                                        $2,000,000
    Products/Completed Operations Aggregate                  $2,000,000
    Each Occurrence Limit                                    $1,000,000
    Personal/Advertising Injury                              $1,000,000
    Fire Damage (Any One Fire)                               $ 50,000
    Medical Payments (Any One Person)                        $    5,000

   Automobile Liability
    Bodily Injury/Property Damage (Each Accident)            $1,000,000



   Workers’ Compensation
    Coverage A (Workers’ Compensation)                       Statutory
    Coverage B (Employers Liability)                         $ 100,000 Each Accident
                                                                      $ 100,000 Disease Each Employee
                                                                      $ 500,000 Disease Policy Limit

   ADDITIONAL INSURANCE REQUIREMENTS
CU-DMGASES08-P
PAGE 30 OF 38

     1.    All Insurers must be licensed or approved to do business within the State of Colorado, and unless
           otherwise specified, all policies must be written on a per occurrence basis.
     2.    The Contractor shall provide the University of Colorado a Certificate of Insurance Form evidencing all
           required coverages, prior to commencing work or entering University premises. A sample of a
           completed Certificate of Insurance is attached.
     3.    The Contractor shall name “The Regents of the University of Colorado, a body corporate” as an
           Additional Insured as respects the general liability policy.
     4.    Upon request by the University, Contractor must provide a copy of the actual insurance policy effecting
           coverage(s) required by the contract.
     5.    The University requires that all policies of insurance be written on a primary basis, non-contributory
           with any other insurance coverages and/or self-insurance carried by the University.
     6.    A Separation of Insureds Clause must be included in general liability policies.
     7.    The Contractor shall advise the University in the event any general aggregate or other aggregate limits
           are reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate
           the aggregate limits to comply with the minimum requirements and shall furnish to the University a new
           certificate of insurance showing such coverage is in force.
     8.   Contractor’s insurance carrier should possess a minimum A.M. Best’s Insurance Guide rating of A VII.
     9.   Provide a minimum of 30 days advance written notice to the University for cancellation, non-renewal, or
             material changes to policies required under the contract.

     Failure of the Contractor to fully comply with these requirements during the term of the Contract may be
     considered a material breach of contract and may be cause for immediate termination of the Contract at the
     option of the University. The University reserves the right to negotiate additional specific insurance
     requirements at the time of the contract award.

     Non-Waiver
     The parties hereto understand and agree that The University is relying on, and does not waive or intend to
     waive by any provision of this Contract, the monetary limitations or any other rights, immunities, and
     protections provided by the Colorado Governmental Immunity Act, 24-10-101 et seq., as from time to time
     amended, or otherwise available to the University or its officers, employees, agents, and volunteers.

     Mutual Cooperation
     The University and Contractor shall cooperate with each other in the collection of any insurance proceeds
     which may be payable in the event of any loss, including the execution and delivery of any proof of loss or
     other actions required to effect recovery.

     Revised 12/02/2003

ADDITIONAL REQUIREMENTS

The Contractor shall name "The Regents of the University of Colorado, a body corporate, and its officers,
employees, agents, and volunteers" as Additional Insureds (ISO Form CG 2010, 1997 Edition or equivalent) with
regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the contract
on general liability insurance and pollution coverages for work performed under the contract.
The Contractor shall provide the University of Colorado Certificate of Insurance Form prior to entering onto
University premises. Further, all policies of insurance described above shall:

1.        Be on a primary basis, non-contributory with any other insurance coverages and/or self-insurance carried
          by the University.
2.        Include a Waiver of Subrogation Clause.
3.        Include a Separation of Insureds Clause (Cross Liability).
4.        Policy may not be non-renewed, cancelled or materially changed or altered unless sixty (60) days advance
          written notice via certified mail is provided to the University.
CU-DMGASES08-P
PAGE 31 OF 38

The Contractor shall promptly advise the University in the event any general aggregates or other aggregate limits are
reduced below the required per occurrence limit. At their own expense, the Contractor will reinstate the aggregate
limits to comply with the minimum requirements and shall furnish to the University a new Certificate of Insurance
Form showing such coverage is in force.
CU-DMGASES08-P
PAGE 32 OF 38

Attachment 5 – Form of Contract for University of Colorado
                                         AGREEMENT BETWEEN
                                           [AWARDED VENDOR]
                                                      AND
                        THE REGENTS OF THE UNIVERSITY OF COLORADO

This agreement (―Agreement,‖ ―Contract‖) is made this ____ day of ___________________, 2008, by and between
[Awarded Vendor] (―Contractor‖) and The Regents of the University of Colorado, a body corporate, contracting on
behalf of the University of Colorado Denver and the University of Colorado at Colorado Springs (―University‖),
together hereinafter ―the parties‖.


                                                     RECITALS

WHEREAS, authority exists in the law and funds will be made available;

WHEREAS, required approval, clearance and coordination have been accomplished from and with appropriate
agencies; and

WHEREAS, in _________________, 2008, Contractor was selected through a competitive sealed proposal process
(RFP #CU-DMGASES2008-P) in accordance with the Colorado Procurement Code.


NOW THEREFORE, the parties agree as follows:

I.       DEFINITIONS.

         A.       ―RFP‖ means the University’s Request for Proposal #CU-DMGASES2008-P and its written
                  clarifications The RFP is attached hereto as Exhibit 1 and incorporated herein by this reference.

         B.       ―Response‖ means the Contractor’s response to the RFP. The Response is attached hereto as
                  Exhibit 2 and incorporated herein by this reference.

II.      TERM AND TERMINATION.

         The term (―Term‖) of this Agreement shall begin on the later of [TBD] and the date of the last signature
         hereto end three years later. The University, at its sole option, may annually extend the Agreement for two
         additional one year periods. Issuance by the University of a standing purchase order to cover a new period
         shall effect renewal hereunder. The University may terminate this Agreement at any time without cause,
         upon written notice given thirty (30) days in advance. Authorized services performed for the University
         will be paid for through the termination date. Either party may terminate this Agreement for default as
         described in Section IX.

III.     SCOPE OF WORK.

         Contractor shall provide the University with industrial gases as described in Exhibits 1 and 2.

IV.      FEES AND PAYMENT TERMS.

In no event may the amount of money payable by the University pursuant to this Agreement exceed $1,000,000.00
in any contract-year (the ―Limit‖) unless an amendment to this Agreement is executed raising such Limit before
goods/services are authorized that would exceed the Limit.

Any price increase will require a sixty day written notice prior to taking effect. The University reserves the right to
accept, reject or negotiate requested increases. In the event that a price increase request is rejected, the University
reserves the right to cancel the award and re-solicit competition for a new contract.
CU-DMGASES08-P
PAGE 33 OF 38




V.      REPRESENTATIONS.

        The Contractor represents that:

        A.       It is qualified to render the services described herein, that its services will be provided in a timely
                 and professional manner in accordance with applicable professional standards, and that any
                 individual associated with the Contractor for the purpose of performing this Contract is likewise
                 qualified.

        B.       It has no conflict of interest involving its provision of services for the University as described
                 herein.

VI.     GOVERNMENTAL IMMUNITY.

        The University shall be responsible for the negligent acts and omissions of its officers, agents, employees
        and representatives with respect to its obligations under this Agreement. Notwithstanding anything in this
        Agreement to the contrary, however, the Parties hereto understand and agree that liability for claims and
        injuries to persons or property arising out of the negligence of the State of Colorado, its departments,
        institutions, agencies, boards, officials and employees is controlled and limited by the provisions of C.R.S.
        24-10-101, et seq., as amended. Any provision of this Agreement, whether or not incorporated herein by
        reference, shall be controlled, limited and otherwise modified so as to limit any liability of the University
        and the State to the above cited laws. It is specifically understood and agreed that nothing contained in this
        paragraph or elsewhere in this Agreement shall be construed as an express or implied waiver by the
        University of its governmental immunity or of the governmental immunity of the State of Colorado, as an
        express or implied acceptance by the University of liabilities arising as a result of actions which lie in tort
        or could lie in tort in excess of the liabilities allowable under the Colorado Governmental Immunity Act,
        C.R.S. 24-10-101 et seq., as a pledge of the full faith and credit of the State of Colorado, or as the
        assumption by the University of a debt, contract or liability of contractor in violation of Article Xl, Section
        1 of the Constitution of the State of Colorado.

VII.    NOTICE.

        All notices, requests, demands, and other communications under this Agreement shall be in writing and
        shall be deemed to be given if hand delivered, faxed or mailed by certified mail, return receipt requested.

        Unless hereinafter changed by written notice to Contractor, any notice to the University shall be delivered,
        faxed or mailed to the University at:

                 University of Colorado Denver
                 [TBD]

        Unless hereinafter changed by written notice to the University, any notice to Contractor shall be delivered,
        faxed or mailed to Contractor at:

                 [TBD]


        All notices delivered by hand shall be effective upon delivery and all notices mailed by certified mail,
        return receipt requested, or faxed shall be effective when received, as indicated on the return receipt or
        facsimile transmittal.

VIII.   INSURANCE.
CU-DMGASES08-P
PAGE 34 OF 38


        The Contractor shall maintain insurance as shown in Attachment A, attached hereto and incorporated
        herein by this reference.

IX.     DEFAULT AND TERMINATION.

        An event of default is:

        A.       A proceeding in receivership, liquidation or insolvency is commenced against a party or its
                 property, and the same be not dismissed within thirty (30) days; or

        B.       A party making any assignment for the benefit of its creditors, becoming insolvent, ceasing to do
                 business as a going concern, or seeking any arrangement or compromise with its creditors under
                 any statute or otherwise; or

        C.       A failure by either party to comply with any material obligation under this Agreement, which non-
                 compliance remains uncured for more than thirty (30) days after receipt of written notice thereof,
                 provided however, that if the nature of the failure is such that it cannot reasonably be cured within
                 such thirty (30) day period, the cure period shall extend so long as the non-complying party begins
                 to take action to substantially cure the failure within such thirty (30) day period and thereafter
                 prosecutes such cure to completion with due diligence and in good faith.

                 If an event of default occurs, the non-defaulting party may then terminate this Agreement by
                 giving written notice to the defaulting party. Except as otherwise specifically stated herein,
                 remedies, as set forth herein, shall be cumulative and there shall be no obligation to exercise a
                 particular remedy.

X.      FORCE MAJEURE.

        Neither party shall be considered to be in default as a result of its delay or failure to perform its obligations
        herein when such delay or failure arises out of causes beyond the reasonable control of the party. Such
        causes may include, but are not restricted to, acts of God or the public enemy, acts of the state or the United
        States in either its sovereign or contractual capacity, fires, floods, epidemics, strikes, and unusually severe
        weather; but, in every case, delay or failure to perform must be beyond the reasonable control of and
        without the fault or negligence of the party.

XI.     WAIVER.

        No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent
        to breach is in writing.

XII.    PARTIAL INVALIDITY.

        Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction,
        the remaining portion shall remain in full force and effect as if this Agreement had been executed without
        the invalid portion. If a court finds that any provision of this Agreement is invalid or unenforceable, but
        that by limiting such provision it would become valid and enforceable, then such provision shall be deemed
        to be written, construed, and enforced as so limited.

XIII.   GOVERNING LAW.

        The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the
        interpretation, execution, and enforcement of this Contract.

XIV.    VENUE.
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        Venue for any court action brought in relation to this Agreement shall be in the courts located in the City
        and County of Denver.

XV.     SUCCESSORS.

        This Agreement shall be binding upon and shall inure to the benefit of all assigns, transferees and
        successors in interest of the parties hereto.

XVI.    HEADINGS.

        Headings herein are for reference only and shall not be considered a substantive part of the Agreement.

XVII.   REMEDIES NOT EXCLUSIVE.

        No remedy conferred hereunder is intended to be exclusive of any other remedy and each and every remedy
        shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
        existing at law or in equity or by statute or otherwise.

XVIII. SUBCONTRACTING.

        The Contractor may not subcontract any of the services described in this Agreement unless approved
        beforehand in writing by the University.

XIX.    MODIFICATIONS.

        No amendment to this Agreement shall be effective unless in writing and signed by the duly authorized
        representatives of both parties.

XX.     INCORPORATION AND CONTROLLING DOCUMENT.

        Attached to this Agreement are a copy of the University's Request for Proposal #CU-DMGASES2008-P
        and its written clarifications as Exhibit 1, and a copy of the Contractor's Response to the Request for
        Proposal as Exhibit 2. The terms of these documents are incorporated within and made a part of this
        Agreement. In the event of a conflict between the terms of this Agreement (including Attachment A, and
        the Special Provisions referenced in Section XXIII) and the terms of Exhibits 1 or 2, the terms of this
        Agreement shall control. In the event of a conflict between the terms of Exhibit 1 and the terms of Exhibit
        2, the terms of Exhibit 1 shall control. Contractor acknowledges that the University has relied on the
        representations made by the Contractor in Exhibit 2 in deciding to enter into this Agreement.

XXI.    ENTIRE AGREEMENT.

        The terms and provisions of this Agreement, its attachments, exhibits and amendments, represent the entire
        understanding of the parties with respect to the subject matter of this Agreement. No representations or
        warranties are made by Contractor or the University except as herein set forth.

XXII.   ASSIGNMENT.

        Neither party shall assign any obligation hereunder or assign any interest or right herein without the prior
        written consent of the other party.

XXIII. SPECIAL PROVISIONS.

        This Agreement shall include the Special Provisions which are required pursuant to the State of Colorado
        Fiscal Rules. The Special Provisions are attached hereto and are hereby incorporated by reference. All
        references to "Contractor" shall be deemed to [Awarded Vendor].
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                                              SPECIAL PROVISIONS

                     The Special Provisions apply to all contracts except where noted in italics.

1. CONTROLLER'S APPROVAL. CRS 24-30-202 (1). This contract shall not be deemed valid until it has
been approved by the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS 24-30-202(5.5). Financial obligations of the State payable after the current
fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.
3. INDEMNIFICATION. Contractor shall indemnify, save, and hold harmless the State, its employees and
agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees
and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors,
or assignees pursuant to the terms of this contract.
[Applicable Only to Intergovernmental Contracts] No term or condition of this contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions,
of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C.
2671 et seq., as applicable, as now or hereafter amended.
4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Neither contractor nor any agent or employee of contractor shall be
or shall be deemed to be an agent or employee of the state. Contractor shall pay when due all required employment
taxes and income taxes and local head taxes on any monies paid by the state pursuant to this contract. Contractor
acknowledges that contractor and its employees are not entitled to unemployment insurance benefits unless
contractor or a third party provides such coverage and that the state does not pay for or otherwise provide such
coverage. Contractor shall have no authorization, express or implied, to bind the state to any agreement, liability or
understanding, except as expressly set forth herein. Contractor shall provide and keep in force workers'
compensation (and provide proof of such insurance when requested by the state) and unemployment compensation
insurance in the amounts required by law and shall be solely responsible for its acts and those of its employees and
agents.
5. NON-DISCRIMINATION. Contractor agrees to comply with the letter and the spirit of all applicable State
and federal laws respecting discrimination and unfair employment practices.
6. CHOICE OF LAW. The laws of the State of Colorado, and rules and regulations issued pursuant thereto, shall
be applied in the interpretation, execution, and enforcement of this contract. Any provision of this contract, whether
or not incorporated herein by reference, which provides for arbitration by any extra-judicial body or person or which
is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained
in any provision incorporated herein by reference which purports to negate this or any other special provision in
whole or in part shall be valid or enforceable or available in any action at law, whether by way of complaint,
defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate
the remainder of this contract, to the extent that this contract is capable of execution. At all times during the
performance of this contract, Contractor shall strictly adhere to all applicable federal and State laws, rules, and
regulations that have been or may hereafter be established.
7. [Not Applicable to Intergovernmental Contracts] VENDOR OFFSET. CRS 24-30-202 (1) and 24-30-202.4.
The State Controller may withhold payment of certain debts owed to State agencies under the vendor offset intercept
system for: (a) unpaid child support debt or child support arrearages; (b) unpaid balances of tax, accrued interest, or
other charges specified in Article 21, Title 39, CRS; (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 or its agencies, as a result of final agency determination or reduced to
judgment, as certified by the State Controller.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or other public
funds payable under this contract shall be used for the acquisition, operation, or maintenance of computer software
in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies that, for the
term of this contract and any extensions, Contractor has in place appropriate systems and controls to prevent such
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improper use of public funds. If the State determines that Contractor is in violation of this paragraph, the State may
exercise any remedy available at law or equity or under this contract, including, without limitation, immediate
termination of this contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
9. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 and 24-50-507. The signatories aver that to their
knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property
described in this contract.
10. [Not Applicable to Intergovernmental Contracts]. ILLEGAL ALIENS – PUBLIC CONTRACTS FOR
SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. CRS 8-17.5-101 and 24-76.5-101. Contractor
certifies that it shall comply with the provisions of CRS 8-17.5-101 et seq. Contractor shall not knowingly employ
or contract with an illegal alien to perform work under this contract or enter into a contract with a subcontractor that
fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to
perform work under this contract. Contractor represents, warrants, and agrees that it (i) has verified that it does not
employ any illegal aliens, through participation in the Basic Pilot Employment Verification Program administered
by the Social Security Administration and Department of Homeland Security, and (ii) otherwise shall comply with
the requirements of CRS 8-17.5-102(2)(b). Contractor shall comply with all reasonable requests made in the course
of an investigation under CRS 8-17.5-102 by the Colorado Department of Labor and Employment. Failure to
comply with any requirement of this provision or CRS 8-17.5-101 et seq., shall be cause for termination for breach
and Contractor shall be liable for actual and consequential damages.
Contractor, 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 CRS 24-76.5-101 et seq., and (iii) shall produce one form of
identification required by CRS 24-76.5-103 prior to the effective date of this contract.
                  Revised October 25, 2006         Effective Date of Special Provisions: August 7, 2006
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         IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.

THE REGENTS OF THE UNIVERSITY                              [AWARDED VENDOR]
OF COLORADO, a body corporate

By ______________________                                  By _____________________

_________________________                                  ________________________
Printed Name                                                      Printed Name
_________________________                                  ________________________
Title                                                             Title
_________________________                                  ________________________
Date                                                              Date


ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER

CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until
the State Controller, or such assistant as he may delegate, has signed it. The
contractor is not authorized to begin performance until the contract is signed and dated below. If
performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods
and/or services provided.


STATE CONTROLLER:
LESLIE M. SHENEFELT

By ______________________

_________________________
Date


For University of Colorado Denver campus only:

APPROVED AS TO FORM:

By: ___________________________
        Steve Zweck-Bronner or
        Manuel Rupe
        Special Assistant Attorney General

								
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