CRC_SlowTheFlowPhase2_PO - Laserfiche WebLink

Home Browse Search

PURCHASE ORDER TERMS AND CONDITIONS ,", 1. Offer/Acceptance, If thIS purchase order refers 10 your bid or proposal. lhen this purchase order is an ACCEPTANCE of vour OFFER TO SELL In accordance wllh Ihe lerms and conditKlns of Ihe IFBIRFP, as stated In your b<l. If no bid or PrOposal IS referenced. the purchase order IS an OFFER TO BUY. subject to your acceptance, whiCh must be demons~aled by either your pertormance of the Durchase order or by a formal acknowledgmenlln wrlbng, Any COUNTER-OFFER TO SELL is automalll:ally construed as a CANCELLATION of IhlS purchese order unless a change order IS Issued accepling a counter-offer, In lne evenl vendor torm(s) or part(s) of forms are Included In, or as an attachmenl to, any bid, proposal. offer. acknowledgmenl. or otherwise. vendot agrees thaI. In Ihe evenl of InconSlslencies or contradicbons, the lerms and cond,l~s of the sollCilatlOn document and thIS purchase order shall supersede and control over those contained In lhe vendor's form(sl regardless of any stalemenllo the conlrery In a vendor form(s), Unless Ihe purchaSing agent specifically agrees In wntlng through overt reference or other express written Indication of assent, terms and condlhons on vendor forms regarding cnolce of law. venue. warranty disclaimer or excluSKln. Indemnrficahon or limltahon of !lability shall be of no effect. 2, Safety InformatIOn. All chemicals. equipment and matenals proposed andlor used in Ihe perlormance of Ihls purchase order must conform to the slandards requ"ed by the Wllliam-Ste:ger OccupaloOnal Safety and Health Act of 1970, Bidders must fumlsh all Malerlal Safety Data Sheets (MSDSI for any regulated chemicals. equipment or hazardous malenals atlhe bme of delivery, 3. Changes. The vendor agrees to furnrsh the prodUcts and/or services In slncl accordance wllh the SpeclficatKlns, and at the pnce set forth for each Item. NOlhlng In the purchase order may be added to, modified, superseded or otherwise allered except In wnhng Signed by an authOrized represenlative of the state agency purchaSing office and acknowledged by the vendor. Each shlpmenl received or servlea perf()lmed shall be only upon the terms contained in the purchase order. notwllhslandlng any terms Ihat may be conlalned In any InVOice or other acl of vendor other than acknoVlledgmenl of a written change order to Ihe purchase order. 4, Delivery, Unless otherwise speCIfied. in Ihe solicllation or In this order, delivery shall be F.O,B. destination. In Its acceplanea of any quolatlon offer. the slate agency IS relYing on the promised delivery date, inslallahon, or service perlormance as material and ba~c to ItS acceptance, In the event of vendor's failure to deliver or perform as and when promised. the Slate agency reserves the nghl to caneal its order, or any part lhereof. wilhoUI prejudice to its other nghls. and vendor agrees thatlhe stale egency may retum all or part of any shipment so made, and may charge vendor With any loss or expense sustained as a 'esult of such failure to deiiver or perform as promised. Time IS of the essence. 5. Rights In Dala. Documents, and Compuler Software or Other Intellectual Property (State Ownership), Unless otherwISe agreed In wnting. any software, research, reports, studies, data, photographs, negatives or other documents, draWings or matenals delivered by vendor In the pertormance of ItS obllgalions under thiS purchase order shall be the exclUSive property at the Slate, The ownership rights descnbed herein shell Include, but not be IImlled to, Ihe nghlto copy, publish, display, transfer, prepare derivalive works. or otherwise use the wort<s. 6, Quality. The State Will be the sole judge In determining .equals' Wlth regard 10 quality: pnce end performance. All products delivered shall be newly manufactured and of the manufaclurer's current model, unless othe...se speCified, 7. Warranties. All provisions and remedies of the Unrform Commercial Code relallng 10 both implied and expressed werrantres are herewith referred 10 and made a pert of these Terms and Conditions and are In addibon to any warranties stipUlated In the specifications. 8, Inspecllon and Acceplance, Final aceaptance 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 itsnghls, including those provided in the Unltorm Commercial Code. In the case at services. the State reserves Ihe nght to Inspect serviceS provided under this conlract al all reasonable times and places, 'Services' as used In thiS clause Includes servieas performed or tangible mate"al produced or delivered in the pertormance of seNlceS. If any of the services do not contorm with purchase order requirements, Ihe State mey require the vendor 10 perform the seNlces again in conformity With purchase order requ"ements, With no additional payment. When defects in the quality or quantity of service cannot be co'rected by re-performance, Ihe Stale may (1) require the vendor to take necessery action 10 ensure that the future performance conforms 10 purchese order requirements end (2) equitably reduce the oaymenl due the vendor to reflect the reduced value at the services pertormed. These remedies in no wey limit the remedies avellable to the State in the termlnetion provisions of Ihis purchase order, or remediae othe...se aveileble allaw. 9. Cash Discount. The cash discount period will start frOm dale of receipt of acceptable invoice, or from dale of receipt of acceplable products/services allhe specified destination by en authorized agency representetive, whichever IS leter. 10. Taxes. The slate agency, as purchaser. is exempt from all federal excise Iaxee under Chaplar 32 of the Internei Revenue Code [No. ll4-730123Kj and from all slata and local government use taxes (C.R.S. 39- 26-114(a) and 203, as amended), Tax exempt numbers for the SpeC~IC stala agency mey be found elsewhera In thiS document. Vendor IS hereby notified Ihat when matehals are purchased for lhe benefit of the Stale, 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 ulhmale product or seNlce IS provided to the Stale. These sales or use texes will nol be reimbursed by \he Slate, 11, Prompt Payment. State law and regulations provide Ihat vendors WlII be paid within forty-five days aner receipt of products or servleas and a correct notice of emount due, unless otherwise agreed 10 by contract or special condil~s of the purchase order. A State liability not paid within forty-five days is considered delinquent and, uniess otherwise agreed to, interest on the unpaid balance shall be pa<l beginning With the forty-~xth day at the rate of one percent per month on the unpaid balance unlll paid In full. A liability shell not anself a good felth dispule exists as to Ihe agency's obligallon to pay all or a portion of the liability. Vendors shall invoice the Slete seperately for interest on delinquent amounts due. The billing shall reference Ihe delinquent payment, the number of deys Interest to be paid and the applicable Interest rate. IRef. Sec 24-30-202(24), C.R.S.. as amended.J 12. Vendor Offset. Pursuant 10 CRS 24-30-202.4, as amended, the State Controller may Wllhhold payment for debls owed to state agencies under Ihe vendor offset intercepl system for: (a) unpa<l child support debt or child support arrearages: (b) unpaid balance of lax, accrued Interesl, or other charges specified In Articte 21, Tille 39, CRS; Ic) unpa<lloans due to the Student Loan DiviSion of the Department of Higher Education; (d) owed amounts required 10 be peid to the unemploymeni compensation fund: and (el other unpeid debts oWing 10 the slate or any agency lhereof, Ihe amount of which is found 10 118 oWing as a result of finel agency determinatIOn or reduced 10 Judgment as certified by the Slate Controller. 13, AsSlgnmenl and Successors; An"trust Claims. The vendor shall not assign hghts or delegate dutres under IhlS purchase order, or subcontract any pert of the performence required under the purchase order. wlthoulthe express. wntten consent of the Slate. which shall not be unreasonabiy Withheld. ThiS purchase order shall Inure to Ihe benefit of and be binding upon the parties herelo and the" respecllVe successors and assrgns. Assrgnment of accounts receivable may be made only Wllh wrlllen nollce furnIShed 10 Ihe purchaSing agency or Inslltutlon. 14, Indemn",calion, In the event any article sold or delivered under thIS purchase order IS covered by any palent, copyrrghl. trademark. or application therefor, the vendor wllllndemnrfy and hold harmless the State of Colorado from any and all !oss. liabllil). cost, expenses and legal fees incurred on account of any ctaims. legal actions. or Judgments ar,Slng oul of manufacture, sale or use at such artICle in violation. Infnngement or the like of nghts under such patent. COPYright, trademarK or appllcatKln. If Ihls purchase order IS for servlC85. 10 Ihe extent authorIZed by law. Ihe vendor shall Indemnify. save, and hold harmless tne Slate. ItS employees and egents. against any and all claims. damages. liability and court awards Inctudlng costs, expenses, and attorney fees Incurred ae a result of any act or omission by the vendor, or ItS employees, agents, subconlractors or aSSignees anslng out of or In connectIOn With performance of services ordered by IhlS purchase order, 395-30-55-01591 395-30-55-0233 (R 5/99) 15. INDEPENDENT CONTRACTOR. THE VENDOR SHALL PERFORM ITS DUTtES 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 STATE INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS 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 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 AGREEMENTS. LIABILITY. 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 LAW. AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF VENDOR, ITS EMPLOYEES. AND AGENTS. 16. Communrcallon. All communlcahons, including reports. notices. and advice of any nalure, concerning administration of thiS purChase order, prepared by vendor for the slate agency's use, must be fumished SOlelY 10 the PurchaSing Agenl Within Ihe agency purchaSing office. 17, Compliance With Laws, Vendor agrees to comply With all applicable federal and slale laws. regUlations and policies, as amended, including those regarding discnmlnatlon, unfa" labor practices, anb-klck-back and collUSion, 18, Amencans with Disabilities Act (ADA) Requirements, ij this soliCitation conlemplates the provision at slale seNices to lhe public, the vendor shall, In additIOn to any other requ"ements under Trtle 11 of the Amencens With Disabilities Act. comply With the Tille l' reqUIrements of the Americans with Disabilibes Acl regarding the acceSSibility of the Slate's services and programs, as an explicit requirement. The vendor assures that, at all limes during Ihe performance of any resulhng contract. no qualified ,ndiVIdual With a disability shall, by reason of thai disability, be excluded from participallon In. or be denied benefits of, services. programs, or aCllvlbes performed by the vendor for the benefil of the Slale, 19. Insurance The vendot shall obtain, and malnlain al all hmes dunng the term of Ihis purchase order. Insurance as specified In lhe solicllation or order, and shall provide proof of such coveraga. 20. Termlnalion For DetaultlCause. a, Except as otherwise agreed, the Unrform Commercial Code shall govern in the case of transactions In goods: In the case of services, If the vendor refuses or falls to hmely perlorm any of the proVISions of this purchase order, Wllh such dlligenea as Will ensure its complellon within the lime speCified in this purchase order, the PurchaSing Agent may notify Ihe vendor in writing of the non-pertormance. and If not promplly corrected Within the time speCIfied, such officer may termlnale the vendor's r'1lhllo proceed with the purchase order or such part at the purchase order as 10 which there has been delay or a feilure 10 properly perform. The vendor shall conlinue performance of Ihe purchase order to the exlenl it IS not terminated and shall be liable for excess costs Incurred In procurmg similar goods or services elsewhere. Paymenl f.or completed services pertormed and accepted shall be at the purchase order pnce. b. In Ihe case of remedies exercised under Ihis paragraph for services, or analogous remedies exercised under the Uniform Commercial Code for transactions in goods, the purchaSing agency may withhold amounts due to the vendor as Ihe Purchasing Agent deems to be necessary 10 reimburse the purchasmg agency for the excess costs incurred in cullng, complellng or procuhng Similar goods and services. ) c. In the case of either lransactlons in goods or services, Ihe vendor shall not be In defaull by reason of any lailure In pertormance of this purchase order In accordance with ItS terms If such failure arises oul of aels of God: acts of the publiC enemy; acls of the Stale end any governmental entity in its sovereign or conlractual capacily: fires; floods; epidemiCS: quarantine reslnclions; stnkes or other labor disputes; freight embergoes: or unusually severe weather. d. If aner rejection, revocation, or other termlnalion of the vendor's right to proceed under \he provisions of the Uniform Commercial Code (in the case of Iransaclions in goods) or this clause (In the case of services), It IS determined for any reeson that the vendor was not in default under the proVisions of this clause, or thallhe delay was excusable, the hghts and obligations of the parties shall be the same as if the nollce of termination had been issued pursuentto the terminetion for convenience clause. 21 . Termination For Convenrence. a. Cancellation Phor to Conlract Formation. When this purchase order is not accepled by whiten acknowledgment, thiS purchase order may be canceled by wrilten or oral nollce to Ihe vendor pnor 10 shipment of goods or beginning of pertormence of services. b. TerminatIOn Aner Conlracl Formetion. Unless otherwise agreed in wnting, in addition to the hghts and remedies governing transsctions In goods in Ihe Uniform Commercial Code, the PurchaSing Agent mey when the Interests of the purchasing agency so requira terminate this purchase order In whole or in part. for Ihe convenience of Ihe agency or inslilution. The Purchesing Agent shall give whtten notice of the termlnallon to Ihe vendor specifying Ihe pert of the purchase order terminated and when termlnalion becomes effectIVe. Upon recelpl of the notice of terminelion, the vendor shall Incur no further obligetions except 10 the extent necessary to mitigate cosls of performance. In the case of serviceS or specially manufactured goods. the State shell pay reasonable settlement expenses. the conlracl pllce or rete for supplies and services delivered and accepted, the raesoneble cosls of performance on unaccepled suppll8s and services, and a reasonable profil for that uneccepted wort<, in accordance With the cost prinCiples promulgeted In accordance with section 24-107-'01, Coloredo ReVised Statutes, as amended. In the cese of eXisting goods, the State shall pey reasonable settlement expenses, the conlract price tor goods delivered and eccepled, reasoneble costs incurred in preparetlon for delivery of the undelivered goods, and a reesonable profit for thai preperatory work. The amount of the lerminetlOn liability under thiS peragraph shell not exceed Ihe amount of the purchese order price plus a reasonable coet for settlement expenses. The vendor agrees to submit a termination proposal as well as reasonable supporting documenletlon, cosl and pnclng data, and a certification reqUired by section 24-106-101, C.R.S" as amended, upon request of the PurchaSing Agent. 22. Purchase Order Approval. ThiS purchese order shall not be deemed valid unless IllS executed by the Purche~ng Agent for the purchasing stale agency or Instrlutlon. The Slate shall have no responSibility or liability for products or serviC85 delivered or perlormed pnor to proper execution hereof. 23, Fund Availability; Federal Funds Contingency. FinanCial obligations of the Slate of Colorado payable after the current fiscal year an! contingent upon funds for that purpose being appropnaled, budgeled and olherwlse made available, If Ihls purchase order is funded in whole or In part wllh federal funds, Ihls purchase order IS subject 10 and conlingent upon the conllnuing availability of federal funds for lhe purposes hereof, if this purchase order contemplates the purchase of goods to be delivered in a Single Inslallment, the Slale represenis Inal II has set aSide suffiCient funds 10 meke payment under thiS purchese order In accordance wllh lis terms, 24. Choice of Law. This purchase order IS made In lhe Stale of Coforado. The laws of Ihe Slale of Colorado shall govern In connection wrth lhe formation. performance and the legal enforcemenl of thiS purchase order. Unless olherwise speCified In the solicitation or thIS order, venue for any JudICial action ansmg out of or 10 connection With thIS purchase order snail be In Denver, Colorado, Vendor shall exhaust adminrslrahve remedies ,n ~ 24-109-106. Colorado Rev,sed Stalutes, as amended, pnor to commencing any Judicial action against Ihe State, 25, Uniform Commercial Code, All references In Ihls purchase order to the Uniform Commercia! Code shall mean the Uniform CommerClllI Code as adopted by the State of Coiorado at Tille 4. Colorado ReVised Slatutes, as amended, 26. Non-dlscnmlnation. The vendor agrees to comply wllh Ihe letter and splnt of all applicable state and federal laws respeCllng dlscnmlnatlon and unfarr employment practices.