GWI Phase 3 Purchase Order

• Water Efficiency Grant Type: Public Education & Outreach Grant
• Contract/PO #: OE PDA 07-28
• Applicant: Great Western Institute
• Project Name: Phase II of the Water Conservation Technical Workshops
• Title: Water Conservation Workshops
• Date: 11/17/2006
• County: Statewide
• Water Efficiency - Doc Type: Purchase Order

1. OtferlAcceptance. If this purchase order ("PO") refers to your bid or proposal, then this PO Is an
ACCEPTANCE of your OFFER TO SELL In accordance wlth the terms and conditions of the IFB/RFP. as
stated In your bId. If no bid or proposal Is referenced, this PO Is an OFFER TO BUY, subject to your
acceptance, which must be demonstrated by eIther your performance of thIs PO or by a formal
acknowledgment In writing. Any COUNTER-OFFER TO SELL Is automatically construed as a
CANCELLATION of thIs PO unless a change order Is Issued accepting a counter-offer. In the event vendor
form(s) or part(s} of forms are Included In, or as an attachment to, any bId, proposal, offer,
acknowledgment. or otherwIse, vendor agrees that, In the event of InconsIstencIes or contradictions, the
terms and condlllons of the solicitation document end thIs PO shall supersede and control over those
contaIned In vendor's form(s} regardless of any statement to the contrary In such form(s). Unless the
purchasing agent specifically agrees In wrIting through overt reference or other express written Indication of
assent, terms and conditions on vendor forms regardIng choice of law, venue, warranty disclaimer or
exclusIon, Indemniflcallon or limItation of lIablllty shall be of no effect.

2. Safety Information. All chemicals, equipment and materials proposed and/or used In the performance
of this PO must conform to the standards required by the WHllam-Stelger Occupational Safety and Health
Act of 1970. BIdders must furnish all Material Safety Data Sheets (MSOS) for any regulated chemicals,
equipment or hazardous materials at the time of delivery.

3. Changes. Vendor agrees to furnish products andlor services In strict accordance wIth the specifications,
and at the price set forth for each Item. Nothing In this PO may be added to, modified, superseded or
otherwise altered except In wrltlng signed by an authorized representative of the agency purchasing office
and acknowledged by vendor. Each shipment received or service pertormed shall be only upon the terms
contained In this PO, notwithstanding any terms contained In any Invoice or other act of vendor other than
acknowledgment of a written change order to this PO.

4. Delivery. Unless otherwise specified In the sollcttatlon or In this PO, delivery shall be FOB
destInation. In its acceptance of any quotation offer, the agency Is relying on the promised delivery date,
Installatlon, or service performance as material and basic to Its acceptance. In the event of vendor's
fallure to deliver or perform"as and when promised, the agency reserves the right to cancel Its order, or
any part thereof, without prejudice to Its other rIghts, and vendor agrees that the 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 perform as promised. Time Is of the essence.

5. Rlghts"!n Data, Documents, Computer Software or Other Intellectual Property. 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 PO
shall be the exclusive property of the State. The ownership rights 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
performance. All products delivered shall be newly manufactured and of the manufacturer's current model,
unless otherwise specified.

7. Warrantle.. All provisions and remedies of the Uniform Commercial Code ("UCC") relallng to both
Implied and expressed warranlles are herewith referred to and made a part hereof and are In addlllon to
any warranties stlpulated In the speclflcallons.
8. Inspection and Acceptance. Final acceptance Is dependent upon completion of all applicable
Inspection procedures. Should the products or servIces fall to meet any Inspection requirements, the
agency may exercIse all of Its rights, Including those provided In the UCC. The agency reserves the right to
inspect servIces provIded under this PO at all reasonable times and places. -Services. as used In this
clause Includes seNlces performed or tangible material produced or delivered In the performance of
services. If any of the servIces do not conform with PO requirements, the agency may require vendor to
perform the services again In conformity wIth PO requIrements, with no addlttonal payment. When defects
In the quality or quantity of seNlce cannot be corrected by re-performance, the agency may (I) require
vendor to take necessary action to ensure that the future performance conforms to PO requirements and
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remedies otherwise available at law or In equity.

9. Calh Ollcount. The cash discount 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. Taxe.. The State agency, as purchaser, Is exempt from all federal excise taxes under Chapter 32 of
the Internal Revenue Code [No. 84-730123K] and from all State and local government use taxes [CRS 39-
26-14(a} and 203, as amended). Tax exempt numbers for Ihe specific agency may be found elsewhere In
this PO. Vendor Is hereby notified that when materials are purchased for the benefit of the State, such
exemptions apply except that In certain political subdivisions (e.g., City of Denver) 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.
11. Prompt Payment. State law and regulations provide that vendors wlll be paId within 45 days after
receipt of products or services and a correct notice of amount due, unless otherwIse agreed to by contract
or special conditions of the PO. A State llablllty not paid wllhln 45 days Is considered detlnquent and,
unless otherwise agreed to, Interest on the unpaid balance shall be paid beginning with the 46th day at the
rate of 1% per month unlli paid In full. A ilabillty shall not arise If a good faith dispute exists as to the
agency's obligation to pay all or a portIon of tha liability. Vendors shall InvoIce the agency separately for
Interest on delinquent amounts due. The bltilng shall reference the delinquent payment, the number of days
Interest to be paid and the applicable Interest rate. (CRS 24-30-202(24), as amended.)

12. Vendor Offset. Pursuant to CRS 24-3()"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 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, found to be owing to the State or Its agencies by flnal agency determination or reduced to Judgment,
as certified by the State Controller.

13. Assignment and Succe..ora; Antitrust Claims. Vendor shall not assign rights or delegate duties
under this PO, or subcontract any part of the perlormance required under thIs PO, without the express,
written consent of the State, which shall not be unreasonably wllhheld. This PO shall Inure to the benefit of
and be binding upon the parties hereto and their respecllve successors and assigns. Assignment of
accounts receivable may be made only with written notice furnished to the purchasing agency or Instltullon.
14. Indemnification. In the event any article sold or delivered under thIs PO Is covered by any patent,
copyright, trademark, or appilcatlon therefor, vendor wllllndemnlfy and hold harmless the State from any
and all loss, IlablUty, cost, expenses and legal fees Incurred on account of any claims, legal actIons or
Judgments arising out of manufacture, sale or use of 8uch article In violation, Infringement or the like of
rights under such patent, copyrIght, trademark or appllcatton. If thIs PO Is for services, to the extent
authorized by law, 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 and related expenses, Incurred as a result of any act or omission by vendor, or Its employees, agents,
subcontractors or assignees, arising out of or In connection with performance of services ordered by this
PO.

15, INDEPENDENT CONTRACTOR. VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN
INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER VENDOR NOR ANY AGENT
OR EMPLOYEE OF 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 STATE INCOME TAX AND LOCAL
HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS PO. VENDOR ACKNOWLEDGES THAT

Issued by the State Controller's Office
Rule 2-2

VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS
UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. VENDOR SHALL HAVE NO
AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE STATE TO ANY AGREEMENT, LIABILITY, OR
UNDERSTANDING, EXCEPT AS EXPRESSLY SET FORTH HEREIN. VENDOR SHALL PROVIDE AND
KEEP IN FORCE, AND SHOW PROOF OF UPON REQUEST, WORKERS' COMPENSATION 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.

16. Communication. All communications, Including reports, notices, and advice of any nature. concerning
administration of thIs PO, prepared by vendor for the agency's use, must b_
purchasing agent within the agency purchasIng office. _

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

18. Americans with Disabilities Act (ADA) Requirements. If thIs solicitation contemplates the provision
of services to the public, vendor shaU, In addition to any other requIrements under Tille 11 of the ADA,
comply with the Title 11 requirements of the ADA regarding the accesslbllltyof State services and
programs, as an explicit requirement. Vendor assures that, at all times during the perlormance of any
resulting PO, no qualified Individual with a dIsability shall, by reason of that disability, be excluded from
participatIon In, or be denied benefIts of, services, programs, or acllvllles perlormed by vendor for the
benefit of the State.

19. Insurance. Vendor shalt obtaIn, and maintaIn at all times durIng the term of this PO, Insurance as
specified In the solicitation or order, and shalt provide proof of such coverage.
20. Tennlnatlon For OefaultlCause. a. Except as otherwise agreed, the UCC shall govern In the case of
goods. In the case of services, If vendor refuses or falls to ttmely perform any of the provisions of this PO,
wIth such diligence as wlll ensure Its completion wIthin the time specified In this PO, the purchasIng agent
may notify vendor In writing of non.performance, and If not promptly corrected within the time specified,
such agent may terminate vendor's right to proceed with the PO or such part thereof as to which there has
been delay or a fallure to properly perform. Vendor shall continue performance of the PO to the extent It Is
not terminated and shall be Hable for excesS costs Incurred In procuring similar goods or services
elsewhere. Payment for completed servIces performed and accepted shall be at the PO price.
b. In the case of remedies exercised under this paragraph for services, or analogous remedies exercised
under the UCC for In goods, the purchasing agency may withhold amounts due to vendor as the
purchasing agent deems necessary to reimburse the purchasing agency for the excess costs Incurred In
curing, completing or procuring similar goods and services.
c. In the case of eIther goods or services, vendor shall not be In default by reason of any failure In
perfonnance of this PO In accordance with Its terms, If such failure arises out of acts of God; acts of the
public enemy; acts of the State or any governmental enttty In Its sovereign or contractual capacity; fires:
floods; epIdemics: quarantine restrIctions: strikes or other labor disputes: freight embargoes; or unusually
severe weather.
d. If after rejection, revocatlon, or other termination of vendor's right to proceed under the provisIons of the
UCC or this clause, it is determined for any reason that 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 sama as If
the notice of termination had been Issued pursuant to the termlnatlon for convenience clause.

21. Tennlnatlon For Convenience. a. If not accepted by written acknowledgment, this PO may be
canceled by written or oral nollce to vendor prIor to shipment of goods or begInning of performance of
seNlees.
b. Unless otherwise agreed In writIng, In addItion to the rights and remedies governing goods In the UCC.
the purchasIng agent may, when the Interests of the purchasIng agency so require, terminate this PO In
whole or In part for the convenIence of the agency or Institution. The purchasing agent shall give written
nottce of the termlnatton to vendor specIfying the part of the PO terminated and when termination becomes
effective. Upon receipt of notice of terminatIon, vendor shall Incur no further obllgallons except to the extent
necessary to mitigate costs of perlormance. In the case of services or specially manufactured goods, the
State shall pay reasonable settlement expenses, the PO price or rate for supplies and services delivered
and accepted, the reasonable costs of perlormance on unaccepted suppl1es and services, and a
reasonable profit for that unaccepted work, In accordance with the cost prlnctples promulgated In
accordance with CRS 24-107-101, as amended. In the case of exIsting goods, the State shall pay
reasonable settlement expenses, the PO price for goods delivered and accepted, reasonable costs
Incurred In preparatIon for delivery of the undelivered goods, and a reasonable profit for that preparatory
work. The amount of the termInation lIabtilty under thIs paragraph shall not exceed the amount of the PO
price plus a reasonable cost for settlement expenses. Vendor agrees to submit a termlnatlon proposal as
well as reasonable supporting documentatIon, cost and prlclng data, and a certification as requIred CRS
24-106.101, as amended, upon request of the purchasIng agent.
22. Purchase Order Approval. This PO shall not be valid unless It Is executed by the purchasing agent for
the purchasing State agency or Institution. The State shall have no responslblllty or liability for products or
servIces delivered or performed prior to proper execution hereof.
23. Fund Avaliablllty; Federal FundI Contingency. Financial obligations of the State payable after the
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sufficient funds to make payment under this PO In accordance wllh Its terms.

24. Choice of Law. This PO Is made In, and the laws of the State of COlorado shall govern, In connection
with the formatton, perlormance and the legal enforcement of, this PO. Unless otherwIse specified In the
soltcltatlon or this order, venue for any judicial action arIsing out of or In connection with this PO shall be In
Denver, Colorado. Vendor shall exhaust administrative remedies In CRS 24-109-106, as amended, prior to
commencing any Judicial action against the State.

25. Unlfonn Commercial Code. All references In this PO to the UCC shall mean the UCC as adopted by
the State of Colorado at TItle 4, Colorado Revised Statutes, as amended.
26. Non-dllcrlmlnatlon. Vendor agrees to comply with the letter and spIrit of all appltcable State and
federal laws respecting dlscrlmlnatton and unfair employment practlces.

27. [Not applicable to Intergovernmental POs] I LLEGAL ALl ENS - PUBLIC CONTRACTS FOR
SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vendor certlfles that It shall comply
wlth the provisions of CRS 8-17.5-101 et seq. Vendor shall not knowingly engage an illegal alien to
D9rform work under thIs PO or enter Into a contract or PO with a subcontractor that falls to certIfy to vendor
that the subcontractor shall not knowingly engage an Illegal atlen to oerform war\( under this PO. Contractor
represents, warrants, and agrees that It (I) has verified that It does not engage any Illegal aliens, through
participation In the federal Basic Pilot Employment Verification Program and (II) otherwise wlll comply with
the requirements of CRS 8-17.5-102(2)(b). Vendor shall comply with all reasonable requests made In the
course of an Investigation under eRS 8-17.5-102. 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 vendor shall be liable for actual
and consequential damages.

b. Vendor, If a natural person eighteen (18) years of age or older, hereby swears or affirms under penalty of
pa~ury that he or she (I) Is a clttzen 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 (111) shall produce one form of
Identtflcatlon requIred by CRS 24-76.5-103 prior to the effective date of this PO.

Date Issued: 7/1/74
Date Revised: 10/25/06