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<br />1. Offer/Acceptance. If this purchase order ("PO' refers to your bid or proposal, then this PO Is an
<br />ACCEPTANCE of your OFFER TO Sellin accordance \\fIth the terms and conditione of fle IFB/RFP, as
<br />stated In your bid. If no bid or propos.lis referenced, this PO Is an OFFER TO BUY. subject to your
<br />acceptance, which must be demonstrated by either your performance of this PO or by 8 formal
<br />acknowledgment In writing. My COUNTER.QFFER TO SelL I. eutomatically construed a. e
<br />CANCELLATION of this PO unless II change order Is Issued accepting a counter-offer. In the event vendor
<br />form(s) or part(s) of forms are Included In. or 88 an attachment to, any bid, proposal, offer,
<br />acknowledgment, or otherwise, vendor agrees that, In the event of Inconsistencies or contradictions, the
<br />terms and conditions of the solicitation document and this PO shall supersede and control over those
<br />contained In vendor's form(s} regardless of any statement to the contraryln 8uch form(s}. Unless the
<br />purchasing agent specifically agrees In writing through overt reference or other exprel8 written Indication of
<br />88sent, terms and conditions on vendor forms regarding choice of law, venue, warranty disclaimer or
<br />excluslon,lndemnlflcation or limitation ofllablllty shall be of no effect.
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<br />2. Safety Information. All Ghemlcals, equipment and materials proposed andfor used In the performance
<br />of this PO must conform to the standards requlred by the William-Steiger Occupational Safety and Health
<br />Ad of 1970. Bidders must furnish all Material Safety Data Sheets (MSDS) for any regulated chemlcale,
<br />equipment or hazardous materials at the time of delivery.
<br />3. Changes. Vendor agrees to furnlsh products and/or ssMcesln strict accordanc;e with the specifications,
<br />and at the price set forth for each Item. Nothing In this PO may be added to, motlfled, superseded or
<br />otherw\se altered except In writing signed by an authorized representative of the agency purchasing otriGe
<br />and acknowledged by vendor. Each shipment received or service 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 Vt/l'"ltten 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 delivery date,
<br />Installation, or service performance as material and basic to Its acceptance. In the event of vendor's
<br />failure to deliver or perform as and when promised, the agency reserves the right to cancel Its order, or
<br />any part thereof. without prejudice to Its other rights, and vendor agrees that the agency may retum all
<br />or part of any shipment so made, and may charge vendor with any loas or expense sUltalned as a
<br />result of such failure to deliver or perform as promised. Time Is of the essence.
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<br />5. Rights In Data, Documents, Computer Software or Other Intellectual Property. Unlesl otherwise
<br />al1eed In writing, any software. research, reports, Itudles, data, photographl, negatives or other
<br />documents, draVwtngs or materIals delivered by vendor In the performance of Ita 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" wth regard to quality, price and
<br />performance. All products delivered shall be newly manufactured and of the manufacturer's current model,
<br />unless otherwise specified.
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<br />7. Warranties. All provisions and remedies of the Uniform Commercial Code ("UCC") relating to both
<br />ImpUed and expressed warranties are herewith referred to and made a part hereof and are In addition to
<br />any warranties stipulated In the specifications.
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<br />rn.~~cN:~~~c:du~e:,cSh~:~c:'e FI~:~u:C~t~~c~IC:S 1:~~d:~e~Pa~n :~~~:~ r:~i~~m~~~~~:
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<br />agency may exercise all of Its rights, fnCIUdlng those provided In the UCC. ~e aPooncy reserves the right to
<br />inspect services provided under this PO at all reasonable times and places. Services" as used In this
<br />clause Includes services performed or tangible material produced or delivered In the performance of
<br />services. If any of the servic;es do not conform with PO requirements, the agency may require vendor to
<br />perform the services again In conformity with PO requirements, with no additional payment. V\lhen defecta
<br />In the quall~ or. quantity of service cannot be corrected by re.performance, the agency may (I) require
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<br />(M)n::~It~bt r:~e~e~:~a~~:~t ~ou:~~~do~t~t r~:e~~: fed~~~~I~e c~r~~:~d:~ r:~:~d~~h:~
<br />remedies In no way limit the remedies available to the agency In the termInation provlsrons of this PO, or
<br />remedies otherw\se available at law or in equity.
<br />g. Cash Discount. The cash discount period will start from date of receipt of acceptable Invoice, or tom
<br />date of receipt of acceptable products/servlcel 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, II exempt from all federal excise taxes under Chapter 32 of
<br />the Internal Revenue Code (No. 84~730123K) and tom all State and local government use taxes (CRS 39-
<br />26-14(a) and 203, as amended). Tax exempt numbers for the specifiC agency may be found elsewhere In
<br />this PO. Vendor Is hereby notified that when material. are purchased for the benefit of the State, such
<br />exemptions apply except that In certain polltlcalsubdvlalons (8.g., City of Denver) vendor may be required
<br />to pay sales or use taxes even though the ultimate product or service. provided to the State. These sal81
<br />or use taxel will not be reimbursed by the State.
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<br />11. Prompt Payment. State law and regulations provide that vendors will be paid within 45 days after
<br />receipt of products or services and a correct notice of amount due, unless otherwlle agreed to by contract
<br />or special conditions of the PO. A State llablllty not paid within 45 daysls considered delinquent and,
<br />unless oth~se agf8ed to, Interest on the unpaid balance Ihall 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 falth dllpute exists as to the
<br />agency's obligation to pay all or a portion of the liability. Vendor. shall Invoice the agency separately for
<br />Interelton delinquent amounts due. The b11~ng 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 Offllt. Pursuant to CRS 24~3o-202.4, as amended, the State Controller may Ytithhold payment
<br />for debts owed to State agencies under the vendor off&et Intercept system for: (a) unpaid child lupport debt
<br />or child support arrearages; (b) unpaid balances of tax, accrued Interest, or other charges specified In
<br />ArtIcle 21. Title 39, CRS; (c) unpaid loans due to the Student Loan Dlvlllon of the Department of Higher
<br />Education; (d) amounts required to be paid to the unemployment compensation fund; and (e) other unpaid
<br />debts, found to be owing to the State or Its agencies by final agency determination or reduced to judgment,
<br />as certlfted by the State Controller.
<br />13. Assignment and Successorsj AntitNlt Claims. Vendor shall not 888lgn rights or delegate dutiel
<br />under this PO, or subcontract any part of the performance requIred under this PO, without the express,
<br />YKItten consent of the State, vdllch shall not be unreasonably withheld. This PO shall Inure to the benefit of
<br />and be binding upon the parties hereto and their respective succ8lsors and assigns. AssIgnment of
<br />accounts receivable may be made onlyVwith written notice furnished to the pl.I'chaslng agency or Institution.
<br />14. Indemnification. In the event any article lold or delivered under this PO \1 covered by any patent,
<br />copyright, trademark, or application therefor, vendor will Indemnify and hold harmless the Slate from any
<br />and all loss, liability, cost, expenses and legal feel Incurred on account of any claims, legal actions or
<br />judgments arising out of manufacture, sale or use of such article In violation. Infringement or the like of
<br />rights under such patent, copyright, trademark. or application. If this PO Is for lervlces, to the extent
<br />authorized by law, vendor shall Indemnify, save, and hold harmleu the Slate, Its employeea and agents,
<br />against any and all claims, damages, liabIlity and court awards Inclueing costs, expenses, and attorney
<br />fees and related expenses, Incurred as a result of any ad or omission by vendor, or Its employees, agents,
<br />subcontractors or as,lgnees, arising out of or In connection with performance of servicel ordered by this
<br />PO.
<br />15. IND6'ENDENT CONTRACTOR. VENOOR SHALL PERFORM ITS OUTIES HEREUNDER AS AN
<br />INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER VENOOR NOR i'JjY AGENT
<br />OR EMPLOYEE OF VENDOR SHAU. BE OR SHALL BE DEEMED TO BE AN AGENT OR Et.I'LOYEE
<br />OF THE STATE. VENDOR SHAU. 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 ANO ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURmCE BENEFITS
<br />UNLESS VENDOR OR THIRD PARTY PROVlOES SUCH COVERAGE ANO THAT THE STATE DOES
<br />NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. VENDOR SHAU. HAVE NO
<br />AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE STATE TO ANY AGREEMENT, LIABILITY, OR
<br />UNDERSTANOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN. VENDOR SHALL PROVlOE ANO
<br />KEEP IN FORCE, AND SHOIV PROOF OF UPON REQUEST, WORKERS COMPENSATION AND
<br />UNEt.I'LOYMENT COMPENSATION INSURmCE IN THE AMOUNTS REQUIRED BY !.PoW, AND
<br />SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS ANO THOSE OF ITS EMPLOYEES, ANO AGENTS.
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<br />16. Communication. All communications, Including reports, notices, and advIce of any nature, concerning
<br />sdmlnlstration of this PO, prepared by vendor for the agency's use, must be furnished solely to the
<br />purchasing agent within the agency purchasing office.
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<br />17. Compliance with Laws. Vendor agrees to comply with all applicable federal and State laws,
<br />regulations and policies, 8S amended, Including those regarding unfair labor practlcea, antl-klck-back and
<br />collusion.
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<br />t 8. Americans with Dltabllitle, Act (ADA) Requirements. If thla solicitation contemplates the provlllon
<br />of services to the public, vendor ,hall, In addition to any other requirements under TIUe 11 of the ADA,
<br />comply with the Title 11 requlremenl80f the ADA regarding the accessibility of State services and
<br />programs, as en expllclt requirement. Vendor assures that, at all times during the performance of any
<br />resulting PO, no qualified Inclvldual wtth a disability shall, by reason of that disability, be excluded from
<br />participation In, or be denied benefits of, lervlces, pr09'aml, 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 this PO, Insurance a8
<br />specified In the solicitation or order, and shall provide proof of such coverage.
<br />20. Tenninatlon For DefaulUCause. 8. Except as otherwise 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 provlslons of this PO,
<br />with such diligence as will ensure Its completion within the time specified In thll PO, the purchasing a~nt
<br />~~ ~~~~t ~::~r~I~~:n~e~~~r~;r9~~::na~~:~:~f ~~ t~:P:~~O~~~~r~~~~ \~e~~~ :f:r~ he~
<br />been delay or a failure to proper1y cerform. Vendor shall continue performance of the PO to the extent It Is
<br />not terminated and shall be Ilab e for excess costa Incurred In procuring similar goods or services
<br />elsewhere. Payment for completed ,ervlces performed and accepted shall be at the PO price.
<br />b. In the case of remedes exercised under this paragraph for lervlces, or analogous remedies exercised
<br />under the UCC for In goods, the purchasing agency may withhold amounl8 due to vendor as the
<br />purchasing a~ent deems nece88a~ to reimburse the purchasing agency for the excess costs Incurred In
<br />~~r:~gih~o~:s:tI~? ~~~~~~~~9. sl~ :~~::, a::nd~~~~:li not be In default. by reBlon of any failure In
<br />performance of thll PO In accordance with Its terma, If such failure arises out of acta of God; acts of the
<br />G~~~~: e::~~Ia: ~fa~~tI~:;;;~I:;:~~:~~~e~a~:~~a~~:~I::~::~o;e~hf~':n~~~~:~~~~s~~r~
<br />severe weather.
<br />~'db a:~tl:l:j~:e~rt~~:fe~m%::;~r ~~~1~:~~ O~~t~:~'::~st~~:~~de1a~~~~~~ ~~~~~~7~:~stho~
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<br />this clause,or that the delay was exculable, the rights and obligations of the parties shall be the aame as if
<br />the notice of termination had been Issued pursuant to the termination for convenience clause.
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<br />~~~c~i~~yat:~e~~r ~:;v~~:Ct~' v~n~o~~~I~~~:P~h~p~~n~o~;o~k~~::PrinI~~' o~:er~o~~~le bo~
<br />services.
<br />b. Unless otherwise agreed In Vvfltlng, In addition to the rights and remedies goveming goods In the UCC,
<br />=0~r~h~81~:rtapo~n~~~~~:~~n~: ~?t~:s~ eo~::n::=~N. ;.~~n~r~:~~u'r:g:~r:~~feg~~s ~~~
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<br />notice of the termination to vendor specifying ~e part of the PO terminated and ~en termination becomes
<br />effective. Upon receipt of notice of termination, vendor shall Incur no further obligations except to the extent
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<br />~~~~I:h~1 t:a~~::::n~ob~: s~tS:~~~T:~~:n~~t~:a~o o~:~~~~t~r f:~~~:p~;a;crsC:~~::~:~~d
<br />and accepted, the reasonable costa of performance on unaccepted supplies and services, and a
<br />~~:~~:~~J~~t ~s ~~~ 1'm~~g~~t:~ =~k~d~nd. a:;,c"l,~an::se~~ :~i:s~:orlcrs~IP~: g~:u~~~lrdp~~
<br />reasonable settlement expenses, the PO price for goods delivered an~ accepted, reasonable costa
<br />~~r.T~~ l~~r:~r~~~e~~:~:~0~fll~~I~~~~e~r;'1s gO:::gr:~ :h~r~:~~~I:e~do~:o~~~~fr:f:::~~
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<br />price plus a realonable cost for settlement expenses, J:,ndor agrees to submit a termination proposal as
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<br />:~;~1~1:~~a::e~':fe~~~:n ~:;~~n:t~'p~~a~7~l:O~~~. data, and a certlftcatlon a8 reCJJlred CRS
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<br />22. Purchase Order Approval. This PO shall not be valid unle" It Is executed by the purchaalng agent for
<br />the purchasing Stale agency or Institution. The State shall have no responslblllty or liability for products or
<br />services delivered or performed prior to proper execution hereof.
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<br />23. Fund Availability; Federal Fundi Contingency. Financial obligations of the State payable after the
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<br />~~denta~~:lby:.a~f ~isc~~nPae~~~s:; ~n:~;: ~rart~~:~~e~~lft:rJrfuP~~~~~I~$~e':d s:~~th~~
<br />~o:~~~~~~~~ ~:o:"t~~~gd:r~::~" 0: ~~r:II~~::~~nt~~t~:sr~::::~~ ~~rl? h:~:~P~:::
<br />sufficient funds to make payment under this PO In accordance wth Ita 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 formation, performance and the legal enforcement of, this PO. Unless otherwise Ipaclfied In the
<br />solicitation or this order, venue for any judicIal action arising out of or In comection with this PO shall be In
<br />Denver, Colorado. Vendor shall exhaust administrative remedes In CRS 24--1 09-1 06, as amended, prior to
<br />commencing any judicial 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 State of Colorado at Title 4, Colorado Revised Statutes,-as amended.
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<br />26. Non-cllacrimlnatlon. Vendor agrees to complyw Ith the letter and spirit of all applicable Stale and
<br />federal laws respecting discrimination and unfair employment practices.
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<br />27. INot epp//ClbI. to Int'l!1ov.mmenfal POt) ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
<br />SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vandor certift.. that It .hall comply
<br />wlth the prOVisions of eRS 8-17.5~101 et leq. Vendor shell not knoWngly engage an Illegal alien to
<br />Derforrn lNOrk under this PO or enter Into a contract or PO with a 8ubcontractor that falls to certify to vendor
<br />that the subcontractor shall not knowingly engage an illegal alien to oerform work under thIs PO. Contactor
<br />represents, warrants, and a",ees.that It (I) has verified that It does not engage any Illegal aHens, through
<br />participation In the federal Baalc Pilot Employment Verlflcatlon Program and (II) otherwise will comply with
<br />the requlrements of CRS 8417.5~102(2Xb}. Vendor shall comply with all reasonable requests made In the
<br />course of an Investigation under CRS 8-17.5--102. Failure to comply wth any requirement of this provision
<br />or CRS 8~17 .5-101 et seq., shall be oause for termination for breach and vendor shall be liable for actual
<br />and consequential damages.
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<br />b. Vendor,lf a natural person eighteen (18) years of age or older,he reby awears or affirms under penalty of
<br />perjury that he or she (I) Is a citizen or othemse lawfully preaent In the United States pursuant to federal
<br />law, (IQ shall comply with the provlslons 01 CRS 24~76.5-101 et seq., and (Ill) Ihall produce one form of
<br />Identification required by CRS 24--76.5~1 03 prior to the effective date of this PO.
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<br />Date Issued: 7/1/74
<br />Date Hevised: 10/25/06
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