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<br />1. Offer/Acceptance. 11 thll purchase order epO") relers to your bid or proposal, theO this PO II an
<br />ACCEPTANCE 01 your OFFER TO SEll. In accordance with the terms and conditions of the IFB/RFP, as
<br />stated In your bid. If no bid or proposal Is referenced, this PO Is an OFFER TO BUY, subject to your
<br />acceptance, which must be demonstrated by either your performance 01 this PO or by a formal
<br />atiknowledgment In wrltlng. Any COUNTER-QFFER TO SELL Is automatically construed 8S II
<br />CANCELLATION of this PO unleaa s change order II laaued accepting a counter-offer. In the event vendor
<br />form(s) or part(s) of forms are lncluded in. or as an attachment to. any bid, proposal, offer,
<br />acknowledgment, or otherwise, vendor agrees that, in the event of inconalstencl88 or contraclctlons, the
<br />terms and conditions of the solicitation document and this PO ahall supersede and control over those
<br />contained In vendor's form(s) regardless of any statement to the contraryln such form(s), Unless the
<br />purchasIng agent specifically agrees In writing through overt reference or other expresa written Indication of
<br />assent, terms and concltions on vendor forma regarding choice of law, venue, Wft"anty disclaimer or
<br />exclusion, Indemnification or limitation of liability shall be of no effect.
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<br />2. Safety Infonnatlon. All chemicals. equipment and materials proposed andlor used In the performance
<br />of this PO must conform to the standards required by the W1l1lam-Stelger .Occupatlonal Safety and Health
<br />Act of t970, Bidders must furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals,
<br />e~lpment or hazardoUl materials at the time of delivery,
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<br />3. Ch...ges. Vendor agrees to furnlsh product8 andlor seMcesln strict accordance with the specifications,
<br />and at the price set forth for each Item, Nothing In this PO may be added to. moclfled, superseded or
<br />otherwise altered except In writing signed by an authorized representative of the agency purchastng office
<br />and acknowledged by vendor. Each shipment received or selVice performed shall be only upon the terms
<br />contained In this PO, notwithstanding any terms contained In any Invoice or other act of vendor other than
<br />acknowledgment of a mtten change order to this PO.
<br />4. Delivery. Unless otherwise specified In the solicitation or In this PO, delivery shall be FOB
<br />destination. In its acceptance of any quotation offer, the agency Is relying on the promised deUvery date,
<br />installation, oreervlce performance as material and basic to Its acceptance. In the event of vendor's
<br />failure to deliver or perform a8 and when promised, the agency reserves the right to cancel Ita order, or
<br />any part thereof, Vwithout prejudice tl? Its other rights, and vendor aweea that the agency may retum all
<br />or part of any shipment so made, and may charge vendor wth any loas or expense sustained as a
<br />resu" of such failure to deliver or perform a8 promised. Time Is of the essence,
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<br />5, Rights In Data, Documents, Computer Software or Other Intellectual Property. Unl8B' otherwise
<br />agreed In writing, any softw8re, research, reports, studes, data. photographs. negetlves or other
<br />documents, o-awlngs or materials delivered by vendor In the performance of Its Obligations under this PO
<br />shall be the exclusive property of the State, The ownership rights described herein shall Include, but not be
<br />limited to, the right to copy,pu blish, display, transfer, prepare derivative works, or otherwise use the works.
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<br />6. Quality. The State will be the sole judge In determining ~equals~ YtWl regard to quality. price and
<br />performance. All products delivered shall be newly manufactured and of the manufacturer's tiurrent model,
<br />unless otherwise specified,
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<br />7. Warrantle.. All provisions and remedies of the Uniform Commercial Code (~UCCi relating to both
<br />Implied and expressed warranties are herewith referred to and made a part hereof and are In addltlon to
<br />any warranties stipulated In the specifications.
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<br />~~~J:~~C:c~~e:,c~~~~~c~'e FI~:~u:c1~~~c~s 't~~d~~e~PaO~y f~~~~~o; r:~u~~~~~~~a~:
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<br />agency may exerclle ail of Its rights, fncludlng those provided In the UCC. The ap,ency reselVes the right to
<br />Inspect services provided under this PO at all reasonable times and places. ServlcesM as used In this
<br />clause Includes services performed or tangible materm,1 produced or delivered In the performance of
<br />services, If any of the services do not conform with PO requirements, the agency may require vendor to
<br />r,erform the services again in conformity with PO requirements, with no additional payment. When defects
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<br />v~~:r ,~a:te o~e~~~~ ~fJ::;'~~ e:~~:~a~ ::rfu~~~ :~J:;~~~~m:~f~r:.e ~'t:8cre m~~~~~~~~~
<br />~O equitably reduce the payment due vendor to reflect the reduced value of the services pe%med. These
<br />remedes In no way limlt the remedies available to the agency In the termination prOVisions of this PO, or
<br />remedes otherwise available at law or In equity,
<br />9, Cash Discount. The cash discount period will start from date of receipt of acceptable Invoice, or from
<br />date of receipt of acceptable products/services at the specified destination by an authorized agency
<br />representative, whichever Is later,
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<br />10. Taxes. The State agency, as purchaser, Is exempt from all federal exdse taxes under Chapter 32 of
<br />the Internal Revenue Code [No, 84-730t23K) and from all State and local government use taxes [eRS 39.-
<br />26--14(a) and 203, as amended). Tax exempt numbers for the specific agency may be found elsewhere In
<br />thls PO. Vendor Is hereby notified that when materials are purchased 'Of the benefit of the State, such
<br />exemptions apply except that In certain polltlca!subdivlllons (e.g., City of Denver) vendor may be required
<br />to pay sal88 or use taxes even though the ultimate product or service is provided to the State, Th"e sal"
<br />or use taxes will not be reimbursed by the State,
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<br />11. Prompt Payment. Stala law and ragulaRo.. provlda that vand"" will ba paid within 45 days after
<br />receipt of products or services and a correct notice of amount due, unleas otherwise agreed to by contract
<br />or special coneltlons 01 the PO. A State liability not paid within 45 daysls conaldered delinquent and,
<br />unless otherwise agreed to, Interest on the unpaid balance shall be paid beginning with the 46th day at the
<br />rate of 1 % per month until paid In full. A liability shall not arise If a good faith dispute exists a. to the
<br />agency's obligation to pay all or a portion of the lIabUlty, Vendors shall Invoice the agency separately for
<br />Intereston delinquent amounts due. The billing shall reference the delinquent payment, the number of days
<br />Interestto be paid and the applicable Interest rate. [CRS 24-30-202(24),as amended.]
<br />12. Vendor Offset. Pursuant to CRS 24-3D-202,4, as amended. the State Controller may withhold payment
<br />for debts owed to State agencies under the vendor offset Intercept system for: (a) unpaid child support debt
<br />or child support arrearages; (b) unpaid balances of tax, accrued Interest, or other charges specified In
<br />ArtIcle 21, TltIe 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department of Higher
<br />Education; (d) amounts required to be paid to the unemployment compensation fund; and (e) other unpaid
<br />debl1, found to be owing to the State or Its agencies by final agency determination or reduced to judgment,
<br />as certified by the State Controlle"
<br />13. Assignment and Suc:ceasoraj Antttl\lst Clams. Vendor shall not assign rights or delegate duties
<br />under this PO. or subcontract any part of the performance required under this PO. without the expre88,
<br />written consent of the State. wtlich shall not be unreasonably withheld. This PO shall Inure to the benefit of
<br />and be binding upon the parties hereto and their respective &uccessors and IIsigna. Assignment of
<br />accounts receivable may be made only with written notice furnished to the purchasing agency or Institution.
<br />14, Indemnification. In the event any article sold or delivered under this PO Is covered by any patent,
<br />copyright, trademark, or application therefor, vendor will Indemnify and hold harmless the State from any
<br />and all loss, liability, cost, expenses and legal fees Incurred on account of any claims, legal actions or
<br />judgments arising out of manufacture. sale or use of BUch article In violation, Infringement or the "ke of
<br />rights under such patent. copyright, trademark or application. If this PO Is for selVices, to the extent
<br />authorized by law, vendor shall Indemnify, save, and hold harmle88 the State, lte employees and agents.
<br />agalnat any and all olalms, damages, liability and court awards including coats. expentes, and attorney
<br />fe88 and related expenses, incuned as a result of any act or oml88lon by vendor. or Ita employees, agents,
<br />subcontractors or assIgnees, arlalng out of or in connection with performance of service. ordered by this
<br />PO.
<br />15. INDEPENDENT CONTRACTOR. VENDOR SHALL PERFORM ITS DUTIES HEREUNDER NO AN
<br />INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER VENDOR NOR AtN AGENT
<br />OR EMPLOYEE OF VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE
<br />OF THE STATE. VENDOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND
<br />INCOME TAX WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOME TAX AND LOCAL
<br />HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS PO. VENDOR ACKNOWLEDGES THAT
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<br />Issued by the State Controller's Office
<br />Rule 2-2
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<br />VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS
<br />UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
<br />NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. VENDOR SHALL HAVE NO
<br />AUTHORIZATION EXPRESS OR IMPUED TO BIND THE STATE TO AtN AGREEMENT, LIABILITY, OR
<br />UNDERSTANDING, EXCEPT AS EXPRESSLY SET FORTH HEREIN. VENDOR SHALL PROVIDE AND
<br />KEEP IN FORCE, AND SHON PROOF OF UPON REQUEST, WORKERS COMPENSATION AND
<br />UNEt.f'LOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LPW, AND
<br />SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPLOYEES, AND AGENTS.
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<br />16. Communication. All communications, incluelng reportl, notices. and advice olany nature, concerning
<br />administration of this PO, prepared by vendor for the agency's use, must ~"~ .: Ill. J!;lY,~ ", JIli..,
<br />purchasing agent within the agency purchasing offitie. ~t~if~~
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<br />17. Compliance with law.. Vendor agrees to comply with all applicable federal and State laws.
<br />regulations and policies, as amended, Including those regarding unfair labor practices, antl-klck-back and
<br />collusion.
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<br />t 8. Americans with Disabilities Act (ADA) Requirements. If this solicitation contemplat88 the provision
<br />of services to the public, vendor sha", In addition to any other requirements under TItle t 1"of the ADA.
<br />comply with the Title 11 requirements of the ADA regarding the accessibility of State services and
<br />pro(1ams, 818 an explicit requirement. Vendor assures that. at all times during the performance of any
<br />resulting PO, no qualified Incivicklal with a disability shall, by reason of that elsabllity, be excluded from
<br />participation In, or be denied benefits of, services, pro(1ams, or activities performed by vendor for the
<br />benefit of the State.
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<br />19, Insurance. Vendor shall obtain. and maintain at all times during the term of thll PO. insurance as
<br />specified In the solicitation or order, and &hall provide proof of such coverage,
<br />20, Termination For DefauttlCause. a, Except as otherwlae agreed, the UCC shall govern In the case of
<br />goods, In the case of services, If vendor refuses or falls to timely perform any of the provisions of thll PO,
<br />with such diligence as will ensure Its completion within the time specified In this PO, the purchasing aient
<br />~u% ~~~t ~~:~r~I~~:n~e~~~~;rgh7~::na~~:e:~: /h~t ~bo~P:Jc~o~~ct~:':T~ns \~eJ,rrch fuP:r: he~
<br />been delay or a failure to properly perform. ~endor shall continue performance 01 the PO to the extent It Is
<br />not terminated and shall be liable for excess costs Incurred In procuring similar goods or services
<br />elsewhere. Payment for completed services performed and accepted shall be at the PO price.
<br />b. In the case 01 remectes exerciaed under this paragraph for services, or analogous remedies exercised
<br />under the UCC for In goods, the purch88lng agency may withhold amounts due to vendor as the
<br />purchasing agent deems necessa~ to reimburse the purchasing agency for the excess costs Incurred In
<br />~~1~gih~0~:~~tI~? :U:~~~~~9sSI~ :~~g::, a::n~~7~~:li not be in default by reason of any failure In
<br />performance of this PO in accordance with Its terma, if 8uch failure arises out of acts of God; acts of the
<br />G~~~~; e:~:~Ia: ~~:~tI~:r~::I::n:~~~~:e~~~~:O~~::~:;I~e~hf~~::,~:~;;a~~~:rJ9~~~
<br />severe weather,
<br />~'db a~~~~~C::e~rt~~:fe~m%:::r ~~~I~:::~n o~:r~~~~':wrlre:st~:n~~c:.~~~~:~ ~:~~~~:I~SthO~
<br />this clause,or that the delay was excusable, the rights and obligations of the parties shall be the same as if
<br />the notice of termination had been Issued pursuanl to the termInation for convenience clause,
<br />2t, Tennlnatlon For Convenience. a. If not accepted by \\fltten acknowledgment, this PO may be
<br />canceled by \WItten or oral notice to vendor prior to shipment of goods or begInning of performantie of
<br />services.
<br />b, Unless otherwise agreed In \Witlng, In addition to the rights and remedes govemlng goods In the UCC,
<br />~o~:hin'~~rta~~n~~:~n~~:n~: ~?t::&~ eO~:~f~~~~~ ~~n~r~.:i~uir:g~~~~~~fegi~~s ~e~
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<br />notice of the termination to vendor spetilfylng ~e' part of the PO termInated and ~en termination becomes
<br />effective, Upon receipt of notice of termination, vendor shall incur no further obllp,atlons except to the extent
<br />necessary to mitigate costs oft&erformance. In the case of services or speCial;" manufactured goods, the
<br />
<br />~~~e a~~~~fo~ r~,:or~:~~n:ble e~:~~ e~~e~:~~aen~eO :iC~nC::c~~;t~~r :~~~11: a:n~ s.:Z''::s~~~8Je~
<br />~~:~~:~:eJr~t JRS th2~_1~7~ig~~t:~ :~knd~d. arncOU,~anc~se~:; ::tI~os~:Ori;8~IP:: ~~t~U~~Wdp~~
<br />reasonable settlement expenses, the PO price lor goods delivered an~ accepted, reasonable costs
<br />~~~~~~~n f~~~~:r~~o~e~~:~:~o~fll~~I~~~~e~r~~s gO:::gr:~ :h~~~~:~e~~o~:o:r:~~fr:r::t~~
<br />price plus a reasonable cost for aettlement expenses. \Pendor aWees to submit a termination proposal as
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<br />~\g:_~o~:a:~e~':fe~~~;~n ~:~~~~n~r:h:p~:.:s~~gP:~~Y. data, and a certification as requIred CRS
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<br />22, PUrchaH Order Approval. This PO shall not be valid unlen It Is executed by the purchasing agent for
<br />the purchasing State agency or institution. The State shall have no responsibUlty or liability for products or
<br />services delivered or performed prior to proper execution hereof.
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<br />23. Fund Avallabllltyj Federal Funds Contingency. Financial obligations of the State payable after the
<br />
<br />~~~~nta~~lbr:.a~t~scwgnPse~~s:~ ~n~~::: :rafrf~~Js~~e~~~~fr~~~~~~~$~etds~~~~tht~~d
<br />~:~~~:~:o~f ~:o~~n~~~:gd:Yi~:~~:~ o~ ~~r:II:~:::nr.ureu~~:sr::;::~~ ~~r~ ::t::;;P~:f:
<br />sufficient funds to make payment under this PO In accordance wl1h Its terms,
<br />24. Choice of Law. This PO Is made In, and the laws of the State of Colorado shall govern. In connection
<br />with the formatlon, performance and the legal enforcement of, this PO. Unless otherwise specified In the
<br />solicitation or this order, venue for any Judicial acUon arising out of or In connection with this PO shall be In
<br />Denver, Colorado. Vendor shall exhaust administrative remeeles In CRS 24-109.-t06, &S amended, prior to
<br />commencing any judclal action agalnstth eState.
<br />25, Unlfonn Commercial Code. All references In this PO to the UCC shall mean the UCC as adopted by
<br />the Stata of Colorado at TiUe 4, Colorado RevIsed Statutes, as amended.
<br />26. Non-dlscrimln8l:lon. Vendor agrees to complyw Ith the letter and spirit of all applicable State and
<br />federallaW8 respectilg discrimination and unfair employment practices.
<br />27. (Not appllcab/a to Inlel1lOVemmanlel PO.) ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
<br />SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vandor certlfla, that ~ ,haM comply
<br />with the provisions of eRS 8-17,5-tOt et seq, Vendor shall not knowingly engage an iIIegai alien to
<br />Derform \NOrk under this PO or enter into a oontract or PO with a subcontractor that falls to certify to vendor
<br />that the subcontractor shall not knowingly engage an illegal alien to Derform work under this PO. Contractor
<br />represents, warrants, and agrees that" (0 has verified that It does not engage any Illegal aliens, through
<br />partlclpaUon In the federal Basic Pilot Employment VerlfitiBtion Program and (iI) otheJWlae Ytill tiomply with
<br />the requirements of CRS 8-17,5-102(2)(b), Vendor shall comply with all reasonable requests made In the
<br />oourse of an Investigation under CRS 8~17 ,5-1 02, Failure to comply with any requirement of Ulls provision
<br />or CRS 8-17.5-101 et seq" shall be cause for termination for breach and vendor shall be liable for actual
<br />and consequential damages.
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<br />b. Vendor,1f a natural person eighteen (t8) years of age or older.he reby sweara or affirms under penalty of
<br />perjury that he or she (i) Is a dtlzen or othervvtse lawfully present In the United States purtluant to federal
<br />law, (II) shall comply with the provisions of CRS 24-76.6-101 et seq.. and (Ili) shall prodUce one form of
<br />Identifloatlon required by CRS 24-76.5.103 prior to the effective date of this PO,
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<br />Date Issued: 7/1/74
<br />Date Revised: 10/25/06
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