<br />PURCHASE ORDER TERMS AND CONDITIONS
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<br />1. Offer/Acceptance. If this purchase order refers to your bid or proposal, then this purchase order is an ACCEPTANCE of
<br />your OFFER TO SELL in accordance with the terms and conditions of the IFBIRFP, as stated in your bid. If no bid or
<br />proposal is referenced, the purchase order is an OFFER TO BUY, subject to your acceptance, which must be demonstrated
<br />by either your pertormance of the purchase order or by a formal acknowledgment in writing, Any COUNTER-OFFER TO
<br />SELL is automatically construed as a CANCELLATION of this purchase order unless a change order IS issued accepting a
<br />counter-offer, In the event vendor form(s) or part(s) of forms are included in, or as an attachment to, any bid, proposal,
<br />offer, acknowledgment, or otherwise, vendor agrees that, in the event of Inconsistencies or contradictions, the terms and
<br />condilions of the solicitation document and this purchase order shall supersede and control over those contained in the
<br />vendor's form(s) regardless of any statement to the contrary in a vendor form(s). Unless the purchasing agent specifically
<br />agrees In writing through overt referonce or other express written indication of assent, terms and conditions on vendor forms
<br />regarding choice of law, venue, warranty disclaimer or exclusion, indemnification or limitation of liability shall be of no effecl.
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<br />2, Safety Information, All chemicals, equipment and matenals proposed and/or used in the pertormance of this purchase
<br />order must conform to the standards required by the William-Steiger Occupalional Safety and Health Act of 1970. Bidders
<br />must fumlsh all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous matenals at the
<br />time of delivery,
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<br />3, Changes, The vendor agrees to furnish the products andlor services in strict accordance with the specifications, and at
<br />the pnce set forth for each item, Nothing in the purchase order may be added to, modified, superseded or otherwise allered
<br />except in writing signed by an authorized representative of the state agency purchasing office and acknowledged by the
<br />vendor. Each shipment received or service pertormed shall be only upon the terms contained in the purchase order,
<br />notwithstanding any terms that may be contained in any invoice or other act of vendor other than acknowledgment of a
<br />written change order to the purchase order.
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<br />4, Delivery, Unless otherwise specified, in the solicitation or in this order, delivery shall be F,O.B. destination, In its
<br />acceptance of any quotation offer, the state agency is relying on the promised delivery date, installation, or service
<br />pertormance as material and basic to its acceptance. In the event of vendors failure to deliver or pertorm as and when
<br />promised, the state agency reserves the right to cancel its order, or any part thereof, without prejudice to its other rights,
<br />and vendor agrees that the state agency may return all or part of any shipment so made, and may charge vendor with any
<br />loss or expense sustained as a result of such failure to deliver or pertorm as promised, Time IS of the essence.
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<br />5, Rights In Data, Documents, and Computer Software or Other Intellectual Property (State Ownership). Unless otherwise
<br />agreed in writing, any software, research, reports, studies, data, photographs, negatives or other documents, drawings or
<br />materials delivered by vendor in the pertormance of its obligations under this purchase order shall be the exclusive property
<br />of the State. The ownership rights described herein shall include, but nol be limited to, the nght to copy, publiSh, display,
<br />transfer, prepare derivative works, or otherwise use the worl<s.
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<br />6, Quality, The State will be the sole judge in determining "equals" with regard to quelity, price and pertormance. All
<br />products delivered shall be newly manufactured and of the manufacturer's current madel, unless olherwise speCified.
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<br />7, Warranties. All provisions and remedies of the Uniform Commercial Code relating to both Implied and expressed
<br />warranties are herewith referred to and made a part of these Terms end Conditions and are In addition to any warranties
<br />stipulated In the specifications,
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<br />8. Inspection and Acceptance, Final acceptance is dependent upon completion of all applicable inspection procedures.
<br />Should the products or services fail to meet any inspection requirements the State may exercise all of its rights, including
<br />those provided in the Uniform Commercial Code. In the case of services, the State reserves the nght to inspect services
<br />provided under this contract at all reasonable times and places, 'Services' as used in this clause includes selVices
<br />pertormed or tangible material produced or delivered in the pertormance of selVices. If any of the selVices do not conform
<br />with purchase order requirements, Ihe State may require the vendor to pertorm the services again in conformity with
<br />purchase order requirements, with no additional payment. When defecls in the quality or quentity of service cannot be
<br />corrected by re-pertormance, the State mey (1) require the vendor to take necessary action to ensure thatlhe future
<br />pertormance conforms '0 purchase order requirements and (2) equitably reduce the payment due the vendor to reftecl the
<br />reduced value of the services pertormed. These remedies in no way limit the remedies available to Ihe State in the
<br />termination provisions of this purchase order, or remedies otherwise available at lew.
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<br />g, Cash Discount The cash discount period will start from date of receipt of acceptable invoice, or from date of receipt of
<br />acceptable productslservlces at the specified destination by an authorized agency representative, whichever is later,
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<br />10. Taxes, The state agency, as purchaser, is exempt from all federal excise taxes under Chapter 32 of the Inlernel
<br />Revenue Code [No, 84-730123K) and from all state and locai government use taxes [C.R.S. 39- 2B-114(a} and 203, as
<br />amended]. Tax exempl numbers for the specific slate agency mey be found elsewhere in this document Vendor is hereby
<br />notified that when materials are purchased for the benefit of the State, such exemptions epply except that in certain political
<br />subdivisions (for example. City of Denver) the vendor may be required to pay sales or use taxes even though the ultimate
<br />product or service is provided to the State. These seles or use taxes 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 forty-five days after receipt of
<br />products or services and a correct notice of emount due, unless otherwise agreed to by contract or special conditions of the
<br />purchase order. A Slate liability not paid within forty-five days is considered delinquent and, unless otherwise agreed to,
<br />interest on the unpaid balance shall be paid beginning with the forty-sixth day at the rate of one percent per month on the
<br />unpaid balance until paid in full. A liability shall nol arise if a good faith dispute exists as to Ihe agency's obligation to pay all
<br />or a portion of the liability, Vendors ehall invoice the State separately for interest on delinquent amounts due. The billing
<br />shall reference the delinquent payment, the number of days interest to be paid and the applicable interest rate. [Ref. See
<br />24-30-202(24), C.R,S" as amended,)
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<br />12, Vendor Offset. Pursuant to CRS 24-3()"202,4, as amended, the State Conlroller mey withhold payment for debts owed
<br />to slate agencies under the vendor offset intercepl system for: (a) unpaid child support debt or child support arrearages; (b)
<br />unpaid balance of tax, accrued interest, or other charges specified in Article 21, Title 39, CRS; (c) unpaid loans due to the
<br />Student Loan Division of the Department of Higher Educalion; (d) owed amounts required to be paid to the unemploymenl
<br />compensation fund; and (e) other unpaid debts owing to the state or any agency thereof, the amount of which is found to be
<br />oWing as a result of final agency determination or reduced to judgment as certified by the State Controller,
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<br />13, Asslgnmenl and Successors; Antitrust Ciaims. The vendor shall not assign rights or delegate duties under this
<br />purchase order, or subcontract any part of Ihe pertormance required under the purchase order, without the express, wnlten
<br />consent 01 the State, which shall not be unreasonably withheld, This purchase order shall inure to the benefit of and be
<br />binding upon Ihe parties hereto and the" respective successors and assigns. Assignment of accounts receivable may be
<br />made only wilh wrillen notice furnished to the purchasing agency or institution,
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<br />14, Indemmlication. In the event any article sold or delivered under this purchase order IS covered by any patent, copyright,
<br />trademark, or applicallon therefor, the vendor will indemnify and hold harmless the State of Colorado from any and all loss,
<br />liability, cost, expenses and legal fees incurred on account of any claims, legal acllons, or judgments arising out of
<br />manufacture, sale or use 01 such article in violation, Infringement or the like of nghls under such patent, copyrighl,
<br />trademark or application. If this purchase order IS for services, to the extent authorized by law, the vendor shall indemnify,
<br />save, and hold harmless the State, its employees and agenls, against any and all claims, damages, liability and court
<br />awards including costs, expenses, and attorney fees Incurred as a result of any act or omission by the vendor, or its
<br />employees, agents, subcontraclors or assignees arising out of or in connection with pertormance of services ordered by thiS
<br />purchase order
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<br />395-30.55-0159/395-30-55-0233 (R 5/99)
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<br />15. INDEPENDENT CONTRACTOR. THE VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT
<br />CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE VENDOR NOR ANY AGENT OR EMPLOYEE OF THE
<br />VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPl.OYEE OF THE STATE, VENDOR,SHALL PAY
<br />WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING INCLUDING ALL FEDERAL AND
<br />STATE INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS CONTRACT, VENDOR
<br />ACKNOWLEDGES THAT THE VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE
<br />BENEFITS UNLESS THE VENDOR OR A THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT
<br />PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE, VENDOR SHALL HAVE NO AUTHORIZATION EXPRESS OR
<br />IMPLIED TO BIND THE STATE TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET
<br />FORTH HEREIN, VENDOR SHALL PROVIDE AND KEEP IN FORCE, WORKERS' COMPENSATION (AND SHOY; PROOF
<br />OF SUCH INSURANCE UPON REQUEST) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS
<br />REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF VENDOR, ITS EMPLOYEES, AND
<br />AGENTS.
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<br />16, Communication, All communications, including reports, notices, and advice of any nature, concerning administration of this
<br />purchase order, prepared by vendor for the state agency's use, must be fumished solely to the Purchasing Agent within the
<br />agency purchasing office,
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<br />17. Compliance with Laws. Vendor agrees to comply with all applicable federal and state laws, regulations and policies, as
<br />amended, including Ihose regarding diSCrimination, unfa" labor practices, anti-kick-back and collusion,
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<br />18. Amencans with Disabilities Act (ADA) Requirements, "this solicitation contemplates the provision of slate services to the
<br />public, the vendor shall, In addition to any other requirements under Title 11 of the Americans with Disabilities Act. comply with
<br />the Title 11 reqUirements of the Americans wilh Disabilities Act regarding the acceSSibility of the Stale's services and programs,
<br />as an explicit requirement The vendor assures that, at all times during the pertormance of any resulting contract, no qualified
<br />indiVidual with a disability shall, by reason of that disability, be excluded from partiCipation in, or be denied benefits of, selVlces,
<br />programs, or activities pertormed by the vendor for the benefit of the State, '
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<br />19. Insurance The vendor shall obtain, and maintain at all limes during the term of this purchase order, insurance as specified
<br />In the solicitation or order, and shall prOVide proof of such coverage,
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<br />20. Termination For DefaulUCause.
<br />a, Except as otherwise agreed, the Uniform Commercial Code shall govern in the case of transactions in goods. In the
<br />case of services, if the vendor refuses or fails to bmely pertorm any of the provisions of Ihis purchase order, with such
<br />diligence as will ensure its completion within the time specified in this purchase order, the Purchasing Agent may notify the
<br />vendor in writing of Ihe non-pertormance, and if not promptly corrected within the time specified, such officer may terminate
<br />the vendo(s right to proceed with the purchase order or such part of the purchase order as to which there has been delay
<br />or a failure to properly pertorm. The vendor shall continue pertormance of the purchase order to the extent It is not
<br />terminated and shall be liable for excess cosls incurred In procuring similar goods or servicee eleewhere. Paymenl for
<br />completed selVices pertormed and accepled shell be at the purchase order price.
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<br />b. In the case of remedies exercised under this paragraph for services, or analogous remedies exercised under the Uniform
<br />Commercial Code for transactions in goods, the purchasing agency may wilhhold amounts due to the vendor as the
<br />Purchasing Agent deems to be necessary to reimburse the purchasing agency for the excess costs incurred in curing,
<br />completing or procuring similar goods and services.
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<br />c, In the case of either transactions in goods or services, the vendor shall not be in default by reason of any failure in
<br />pertormance of this purchase order in accordance with Its terms if such failure arises out of acts of God; acts of the public
<br />enemy; acte of the State and any governmental entity in its sovereign or contractual capacity; fires; ftoods; epidemiCS;
<br />quaranline reslnctions; strikes or other labor disputes; freight embargoes; or unusually severe weather.
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<br />d. If after rejection, revocation, or other termination of the vendo(s right to proceed under the provisions of the Uniform
<br />Commercial Code (in the case of .transacbons in goods) or this clause (in the case of services), it is determined for any
<br />reason that the vendor was not in default under the provisions of this clause, or thatlhe delay was excusable, the rights and
<br />obligations of the parties shall be the same as if the notice of terminalion had been issued pursuant to the termination for
<br />convenience clause,
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<br />21. Terminabon For Convenience.
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<br />a, Cancellation Pnor to Contract Formation. When this purchase order is not accepted by wrillen acknowledgment, this
<br />purchase order may be canceied by written or oral nollce to the vendor prior to shipment of goodS or beginning of
<br />pertormence of services,
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<br />b. Termination After Contract Formation. Unless otherwise agreed in wnling, in addition to Ihe rights and remedies
<br />governing transections in goods in the Uniform Commercial Code, the Purchasing Agent may when the Interests of the
<br />purchasing agency so require terminale this purchase order in whole or In pan, for the convenience of the agency or
<br />institution. The Purchasing Agent shall give written notice of the termination to the vendor specifying the part of the
<br />purchase order lerminated and when terminebon becomes effective. Upon receipt of the notice of terminetion, the vendor
<br />shall Incur no further obligations except to the extent necessary to mitigate costs of pertormance. In the case of services or
<br />specially manufactured goods, the Stete shall pay reasoneble settlement expenses, the contract price or rale for supplies
<br />and services delivered and accepted, the reasonable costs of pertormance on unaccepted supplies and services, and a
<br />reesonable profit for that unacdepted work, in accordance with the cost principles promulgated in accordance wilh section
<br />24-107-101, Colorado Revised Statutes, as amended, In the case of existing goods, the State shall pay reasoneble
<br />settlement expenses, the contract pnce for goods delivered and accepled, reesonable costs incurred in preparation for
<br />delivery of the undelivered goods, and a reasonable profit for that preparatory work. The amount of the terminabon liability
<br />under thiS paragraph shall not exceed the amount of the purChase order price plus a reasonable cost for selllement
<br />expenses, The vendor agrees 10 submil a termination proposal es well as reasonable supporting documentabon, cost and
<br />pricing deta, and a certificalion required by section 24-108-101, C.R.S" as amended, upon request of the Purchasing
<br />Agent
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<br />22. Purchase Order Approval. This purchase order shall not be deemed valid unless it is executed by Ihe Purchasing Agent for
<br />the purchasing state agency or institution. The State shall have no responsibility or liability for products or services delivered or
<br />pertormed prior to proper execution hereof,
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<br />23. Fund Availability; Federal Funds Contingency. Financlai obligations of the State of Colorado payable after the current
<br />fiscal year are conbngenl upon funds for Ihal purpose being appropriated, budgeted and otherwise made available, If this
<br />purchase order is funded in whole or in part with federal funds, thiS purchase order is subject 10 and contingent upon the
<br />conllnuing availability of federal funds for the purposes hereof. If this purchase order contemplales the purchase of goods to
<br />be delivered in a single Instaliment, the State represents Ihat it has sel aside sufficient funds to make payment under this
<br />purchase order in accordance with its lerms,
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<br />24. Choice of Law, This purchase order is made in the State of Colorado, The laws of the State of Colorado shall govem In
<br />connecbon With the formalion, pertormance and the legal enforcement of thiS purchase order. Unless otherwise specified in the
<br />soliCitation or this order, venue for any judicial action anslng out of or In connection with thiS purchase order shall be in Denver,
<br />Colorado. Vendor shall exhaust administrative remedies in ~ 24.109-106, Colorado ReVised Statutes, as amended, prior 10
<br />commencing any judicial action against the Stale,
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<br />25, Uniform Commercial Code, All references in this purchase order to the Uniform CommerCial Code shall mean the Uniform
<br />Commercial Code as adopted by the State of Colorado al Tille 4, Colorado Revised Statutes, as amended,
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<br />28, Non-dlscrimination, The vendor agrees to comply With Ihe letter and spinl of all applicable slate and federal laws
<br />respecting discnmination and unfair employment practices,
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