CPN Audit/Rainwater PO

• Water Efficiency Grant Type: Water Conservation Implementation Grant
• Contract/PO #: OE PDA 07-20
• Applicant: Castle Pines North Metropolitan District
• Project Name: Sustainable Management in Northwest Douglas County
• Title: Holistic Approach to Sustainable Water Management in Northwest Douglas County
• Date: 9/22/2006
• County: Douglas
• Water Efficiency - Doc Type: Purchase Order

Purchase Order Terms and Conditions

1. Offerl Acceptance.! f this purchase order refers to your bid or proposal, then this purchase order is an ACCEPTANCE <i your
OFFER TO SELL in accordance with the terms and conditions ofthelFB/RFP, as slated in your hid. Ifno bid or proposal is
referenced, the purchase order is an OFFER TO BUY, subject to your acceptance, which must be demonstrated by either your
performance of the purchase order or by a formal acknowledgment in writing. Any COUNTER-DFFER TO SELL is
automatically construed as a CANCELLATIDN of this purchase order unless a change order is issued accepting a counter-offer,
In the event vendor formes) or partes) of forms are included in, or as an attachment to, any bid. proposal, offer,
acknowledgment, or otherwise, vendor agrees tha~ in the event of inconsistencies or contradictions, the terms and conditions of
the solicitation document and this purchase order shall supersede and control over those contained in the vendor's form(s)
regardless of any statement to the contrary in a vendor form(s), Unless the purchasing agent specifically agrees in writing
through overt reference or other express written indication or assent. terms and conditions on vendor farow regarding choice of
law, venue, warranty disclaimer or exclusion, indemnification or limitation of liability shall be of no effect.

16. Communication. All comm\Ulications, including reports, notices, and advice or any nature, concerning
administration of this purchase order, prepared by vendor for the state agency's use, must be furnished solely to the
Purchasing Agent within the agency purchasing office.

17. Compliance with Laws. Vendor agrees to comply with all applicable federal and state laws, regulations and
policies, as amended, including those regarding discrimination, unfair labor practices. anti.kick-back and collusion.

18. Americans with Disabilities Act (ADA) Requirements. If this solicitation contemplates the provision of state
services to the public, the vendor shall, in addition to any other requirements und... Tide 11 of the Americans with
Disabilities Act, comply with the Title 11 requirements of the Americans with Disabilities Act regarding the
accessibility of the State's services and programs, as an explicit requirement. The vendor assures that, at all times
during the performance of any resulting contract,n 0 qualified individual with a disability shall, by reason of that
disability, be excluded from participation in, or be denied benefits of, services, programs, or activities performed by
the vendor for the benefit of the State.

2. Safety Information. All chemicals, equipment and materials proposed and/or used in the performance of this purchase order
must conform to the standards required by the William-Steiger Occupational Safety and Health Act of 1970. Bidders must
furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous materials at the time of,
delivery. " 19. Insurance. The vendor shall obtain, and maintain at all times during the term of this purchase order, insurance as
specified in the solicitation or order,a nd shall provide proof of such coverage.

3. Changes, The vendor agrees to furnish the products and/or seNices in strict accordance with the specifications. and at the
price set forth for each item, Nothing in the purchase order may be added to, modified, superseded or otherwise altered except
in writing signed by an authorized representative of the state agency purchasing office and acknowledged by the vendor, Each
shipment received or service performed shall be only upon the terms contained in the purchase order, notwithstanding any terms
that may be contained in any invoice or other act of vendor other than acknowledgment of a written change order to the
purchase order.

4. Delivery. Unless otherwise specified. in the solicitation or in this order, delivery shall be F,Q.B.de sunation. In its
acceptance of any quotation offer, the state agency is relying on the promised delivery date, installation, or service perfonnance
as material and basic to its acceptance. In the event of vendor's failure to deliver Of perform as and when promised, the state
agency reserves the right to cancel its order, or any part thereof, without prejudice to its other rights, and vendor agrees that the
state agency may return all or part of any shipment so made, and may charge vendor with any loss or expense sustained as a
result of such failure to deliver or perfonn as promised. Time is of the essence.

5, Rights In Data, Documents, and Computer Software or Other Intellectual Property (State Ownership). Unless otherwise
agreed in writing, any software, research, reports, studies, data, photographs, negatives or other documents, drawings or
materials delivered by vendor in the performance of its obligations under this purchase order shall be the exclusive property of
the State. The ownership righls described herein shall include, but not be limited to, the right to copy, publish, display, transfer,
prepare derivative works, or otherwise use the works.

6, Quality, The State will be the sole judge in determining "equals" with regard to quality, price and perfonnance. All products
delivered shall be newly mwmfactured and of the manufacturer's current model, unless otherwise specified.

7, Warranties. All provisions and remedies of the Uniform Commercial Code relating to both implied and expressed warranties
are herewith referred to and made a part of these Terms and Conditions and are in addition to any warranties stipulated in the
specifications.

8, Inspection and Acceptance, Final acceptance is dependent upon completion of all applicable inspection procedures. Should
the products or services fail to meet any inspection requirements the State may exercise all of its rights, including those
provided in the Uniform CommercialC ode. In the case of services, the State reserves the right to inspect services provided
under this contract at all reasonable times and places. uServices" as used in this clause includes services perfonned or tangible
material produced or delivered in the performance of services. If any of the services do not conform with purchase order
requirements, the State may require the vendor to perform the services again in conformity with purchase order requirements,
with no additional payment. When defects in the quality or quanrity of service cannot be corrected by re-performance, the State
may (1) require the vendor to take necessary action to ensure that the future performance conforms to purchase order
requirements and (2) equitably reduce the payment due the vendor to refiect the reduced value of the services performed. These
remedies in no way limit the remedies available to the State in the termination provisions of this purchase order, or remedies
otherwise available at law,

9. Cash Discount. The cash discolUlt period will start from date of receipt of acceptable invoice, or from date of receipt of
acceptable products/services at the specified destination by an authorized agency representative, whichever is later.

10. Taxes. The state agency,as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Internal Revenue
Code [No. g4-730123Kj and from all state and local government use taxes [C,R.S. 39- 26-114(a) and 203, as amended]. Tax
exempt numbers for the specific state agency may be found elsewhere in this document. Vendor is hereby notified that when
materials are purchased for the benefit of the State, such exemptions apply except that in certain political subdivisions (for
example _ City of Denver) the vendor may be required to pay sales or use taxes even though the ultimate product or service is
provided to the State. These sales or use taxes will not be reimbursed by the State.

II. Prompt Payment. State law and regulations provide that vendon; will be paid within forty-five days after receipt of products
or services and a correct notice of amount due, unless otherwise agreed to by contra~t or special conditions of the p\l'chase
order. A State liability not paid within forty-five days is considered delinquenl and, IIlless otherwise agreed to, interest on the
unpaid balance shall be paid beginning with the forty-sixth day at the rate of one percent per month on the unpaid balance until
paid in full. A liability shall not arise ifa good faith dispute exists as to the agency's obligation to pay all or a portion of the
liability. Vendors shall invoice the State separately for interest on delinquent amounts due, The billing shall reference the
delinquent payment, the number of days interest to be paid and the applicable interest rate, [Ref. Sec 24-30-202(24), C,R.S., as
amended.]

12. Vendor Offset. Pursuantto CRS 24.30-202.4, as amended, the State Controller may withhold payment for debts owed to
state agencies under the vendor offset intercept system for. (a) unpaid child support debt or child support arrearages; (b) unpaid
balance of tax, accrued interes~ 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) owed amounts required to be paid to the unemployment compensation
fund; and (e) other unpaid debts owing to the state or any agency thereof, the amount of which is found to be owing as a result
of final agency determination or reduced to judgment as certified by the State Controller.

13. Assignment and Successors; Antitrust Claims. The vendor shall not assign rights or delegate duties under this purchase
order, or subcontract any part of the performance required under the purchase order, without the express, written consent of the
State, which shall not be unreasonably withheld, This purchase order shall inure to the benefit of and be binding upon the
parties hereto and their respective successors md assigns. Assignment of accounts receivable may be made only with written
notice furnished to the purchasing agency or institution.

14. Indemnification. In the event any article sold or delivered under this purchase order is covered by any patent, copyright,
trademark, or application therefor, the vendor will indemnify and hold harmless the State of Colorado from any and all loss,
liability, cost, expenses and legal fees incurred on account of any claims, legal actions, or judgments arising out of manufacture,
sale or use of such article in violation, infringement or the like of rights under such patent, copyright, trademark or application.
If this purchase order is for services, to the extent authorized by law, the vendor shall indemnify, save, and hold harmless the
State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and
attorney fees incurred as a result of any act or omission by the vendor, or its employees, agents, subcontractors or assignees
arising out of or in connection with performance of services ordered by this purchase order.

15, INDEPENDlNf CONTRACTOR THE VENDOR SHALL PERFORM ITS DUflES HEREUNDER AS AN
INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE, NEITHER THE VENDOR NOR ANY AGENT OR
EMPLOYEE OF THE VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE
STATE. VENDOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX
WITHHOLDING INCLUDING ALL FEDERAL AND Sf A TE INCOME TAX AND LOCAL HEAD TAX ON ANY
MONIES PAID PURSUANT TO TIllS CONTRACT VENDOR ACKNOWLEDGES THAT THE VENDOR AND ITS
EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE VENDOR OR A
THIRD PARTY PROVIDES SUCH COVERAGE AND 1HA T THE STATE DOES NOTPA Y FOR OR OTIIERWISE
PROVIDE SUCH COVERAGE VENDOR SHALL HAVE NO AUTHORlZATION EXPRESS OR IMPLIED TO BIND THE
STATE TO ANY AGREEMENTS,LIABILlTY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN.
VENDOR SHALL PROVIDE AND KEEP IN FORCE, WORKERS' COMPENSATION (AND SHOW PROOF OF SUCH
INSURANCE UPON REQUEST) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS
REQUIRED BY LA W,AND SHALL BE SOLELY RESPONSffiLE FOR THE ACTS OF VENDOR,I TS EMPLOYEES,
AND AGEN1S.

20. Termination For Default/Cause.
a, Except as otherwise agreed, the Uniform Commercial Code shall govern in the case of transactions in goods, In
the case of services, if the vendor refuses or fails to timely perfonn any of the provisions of this purchase order, with
such diligence as will ensure its completion within the time specified in this purchase order, the Purchasing Agent
may notify the vendor in writing of the non-performance, and ifnot promptly corrected within the time specified,
such officer may terminate the vendor's right to proceed with the purchase order or such part of the purchase order
as to which there has been delay or a failure to properly rerform. The vendor shall conrinue performance of the
purchase order to the extent it is not terminated and shal be liable for excess costs incurred in procuring similar
goods or services elsewhere. Payment for completed services perfonned and accepted shall be at the purchase order
price.

b. In the case of remedies exercised under this paragraph for services, or analogous remedies exercised under the
Uniform Commercial Code for transactions in goods, the purchasing agency may withhold amoWlts due to the
vendor as the Purchasing Agent deems to be necessary to reimburse the purchasing agency for the excess costs
incurred in curing,co mpleting or procuring similar goods and services.

c. In the case of either transactions in goods or services. the vendor shall not be in default by reason of any failure
in performance of this purchase order in accordance with its tenns if such failure arises out of acts of God; acts of
the public enemy;act s of the State and any governmental entity in its sovereign or contractual capacity;f ires~
floods; epidemics~ quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe
weather,

d. Ifafter rejection, revocation, or other termination of the vendor's right to proceed under the provisions of the
Uniform Commercial Code (in the case of transactions in goods) or this clause (in the case of services), it is
determined for any reason that the vendor was not in default under the provisions of this clause, or that the delay
was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been
issued pursuant to the termination for convenience clause.

21. Termination For Convenience.

a. Cancellation Prior to Contract Formation. When this purchase order is not accepted by written acknowledgment,
this pwchase order may be canceled by written or oral notice to the vendor prior to shipment of goods or beginning
of performance of services.

b. Termination After Contract Formation. Unless otherwise agreed in writing, in addition to the rights and remedies
governing transactions in goods in the Uniform Commercial Code, the Purchasing Agent may when the interests of
the purchasing agency so require terminate this purchase order in whole or in part, for the convenience of the agency
or institution. The Purchasing Agent shall give written notice of the termination to the vendor specifying the part of
the purchase order terminated and when termination becomes effective. Upon receipt of the notice of termination,
the vendor shall incur no further obligations except to the extent necessary to mitigate costs of performance. In the
case of services or specially manufactured goods, the State shall pay reasonable settlement expenses, the cmtract
price or rate for supplies and services delivered and accepted, the reasonable costs of performance on unaccepted
supplies and services, and a reasonable profit for that Wlaccepted work, in accordance with the cost principles
promulgated in accordance with section 24.107-101, Colorado Revised Statutes, as amended. In the case of existing
goods, the State shall pay reasonable settlement expenses, the cootract price for goods delivered and accepted,
reasonable costs incurred in preparation for delivery of the Wldelivered goods, and a reasonable profit for that
preparatory work. The amount of the termination liability under this paragraph shall not exceed the amount of the
purchase order price plus a reasonable cost for settlement expenses. The vendor agrees to submit a termination
proposal as well as reasonable supporting documentation, cost and pricing data, and a certification required by
section 24-106-101, CRS., as amended, upon request of the Purchasing Agent.

22. Purchase Order Approval, This purchase order shall not be deemed valid unless it is executed by the
Purchasing Agent for the purchasing state agency or institution. The State shall have no responsibility or liability
for products or services delivered or performed prior to proper execution hereof.

23. Fund Availability; Federal Funds Contingency. Financial obligarions of the State of Colorado payable after
the current fiscal year are contingent upon funds for that pUlJlOse being appropriated, budgeted and otherwise made
available. If this purchase order is funded in whole or in part with federal funds, this purchase order is subject to
and contingent upon the continuing availability of federal funds fur the pUlJlOses hereof. If this purchase order
contemplates the purchase of goods to be delivered in a single installment, the State represents that it has set aside
sufficient funds to make payment under this purchase order in accordance with its terms.

24. Choice of Law, This purchase order is made in the State of Colorado. The laws of the State of Colorado shall
govern in connection with the formation, performance and the legal enforcement of this purchase order. Unless
otherwise specified in the solicitation or this order, venue for any judicial action arising out of or in connection with
this purchase ordershall be in Denver, Colorado, Vendorshall exhaust administrative remedies in P4-1 09-1 06,
Colorado Revised Statutes. as EfI1ended, prior to commencing any judicial action against the State.

25. Uniform Commercial Code. All references in this purchase order to the Uniform Commercial Code shall mean
the Uniform Commercial Code as adopted by the State of Colorado at Tide 4, Colorado Revised Statutes, as
amended.

26. Non-discrimination, The vendor agrees to comply with the letter and spirit of all applicable state and federal
laws respecting discrimination and unfair employment practices.

27. Illegal Aliens - Public Contracts for Services, CRS 8-17,5-\01 and 24-76.5-101

The Contractor certifies that the Contractor shall comply with the provisinns of CRS 8-17.5-101 et seq, The
Contractor shall nol 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 the Contractor that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under this contract. The 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 will comply with the requirements of CRS 8-17.5-102(2)(b), The 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. If the Contractor fails to comply with any requirement of this
provision or CRS 8-17.5-101 et seq" the State may terminate this contract for breach and the Contractor shall be
liable for actual and consequential damages to the State,

A Contractor that operates as a sole proprietor hereby swears or affirms under penalty of perjury that the Contractor
(i) is a citizen of the United States or otherwise lawfully present in the United States pursuant to federal law, (ii)
shall comply with the provisions ofCRS 24-76.5-101 et seq. and (iii) shall produce one of the forms of
identification required by CRS 24-76,5-103 prior to the effective date of this Contract. Except where exempted by
federal law and except as provided in CRS 24-76.5-103(3), a Contractor that receives federal orstate funds mder
this contract must confirm that any individual natural person eighteen years of age or older is lawfully present in the
United States pursuant to CRS 24-76.5-103(4) if such individual applies for public benefits provided under this
contract.
395-30-55-0159/395-30-55-0233 (DNR 912006)