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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 with the terms and conditions of theIFB/RFP, as
<br />stated In your bid. If no bid or proposslls referenced, this PO 18 an OFFER TO BUY, subject to your
<br />acceptance, vmlch must be demonstrated by either your performance of this PO or by a formal
<br />acknowledgment In writing. Any COUNTER-OFFER TO SelL Is automatically construed as a
<br />CANCELlATION of this PO unless a change order ls Issued accepting a counterwoffer. In the. eyent vendor
<br />formes) or partes) of forms are included In, or as an attachment to, any bid, proposal, offer,
<br />acknowledgment, or otherwise, vendor agfees that, In the event of Inconsistencies or oontradlctions, the
<br />terms and conditions of the eollcltation document and this PO shall supersede and control over those
<br />contained In vendor's form(s) regardless of any statement to the contraryln such form(s). Unless the
<br />purchasing agent specifically a"ees In writing through overt referenoe or other express written Indication of
<br />a8s8nt, terms and conditions on vendor forme regarding choice of law, venua, warranty disclaimer or
<br />exclusion, Indemnification or Ihllltatlon of lIabl\1ty shall be of no effect.
<br />2. Safety Information. All chemicals. equipment and materials proposed and/or used In the performance
<br />of this PO must oonform to the standards required by the W1lJ1am-Stelger Occupational Safety and Health
<br />Act of 1970. Bidders must furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals,
<br />equipment or hazardous materials at the time of delivery.
<br />3. Changes. Vendor agrees to furnish products andlor 8eNlcelln strict accordance with the specifications,
<br />and at the price set forth for each Item, Nothing In thla PO may be added to, modified, supellleded or
<br />otherWse altered except in WTlting signed by an authorized representative of the agency purchasing office
<br />and acknowledged by vendor. Each shipment received or service performed sha~ 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 />aoknowledgment of a written 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 baslo 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 cancelltB ordw, or
<br />any part thereof, without prejudice to Ita other rights, and vendor agrees that the agency may retum all
<br />or part of any shipment so made. and may charge vendor y.4th any 100s or expense sustained as a
<br />resu" of such failure to deliver or perform BI promised. Time ls of the essence.
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<br />5, Rights In Data, Documents, Computer Software or Other Intellectual Property. Unless otherwise
<br />8(J'eed In writing. any software, reselfch, reports, studies, data, photo(J'aphs, negatives or other
<br />documents, ci'awnga or materials delivered by vendor In the performance of Its obligations under this PO
<br />shall be the exclusive property of the State, The o\Wlershlp rights described herein 8halllnclude, but not be
<br />limited to, the right to copy,pu blish, display, transfer, prepare derivative works, or otherwise use the works.
<br />6, Quality. The State will be the 801e judge in determining -equals" with regard to quality, price and
<br />performance. All products delivered shall be newly manufactured and of the manufacturer's current model,
<br />unle88 otherwise specified.
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<br />7. Warranties. All provisions and remedies of the Uniform Commercial Code (-UCC") relating to both
<br />Implied 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 />rrls~~~;'~C:c:~~e:,c~~~~c~'e FI~~u:c:tas~~lc~s ~Get~d:~e~p:;,n f~~~~tJ:~ r~~T:~':~c:a~:
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<br />agenoy may exercise all of hs rights, fnclUdlng those provided In the UCC. ~e ap,ency reserves the right to
<br />Inspect seNlces provided under this PO at all reasonable times and places. Services" as used In this
<br />clause Includes services performed or tangible material prowced or delivered In the performance of
<br />services. If any of the services do not conform with PO requirements, the agency may require vendor to
<br />perform the services a~a'n in conformity with PO requirements, with no additional payment. When defects
<br />In the quality or quantity of service cannot be corrected by re-performance, the agency may (I) require
<br />vendor to take necessary action to ensure that the fubJre performanoe confonns to PO r::tc:lrements and
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<br />~~:~::~~ ~~~ W::ur:~:~~~~:ea~~rl~~:~:e:etha~~~~C~d~:I~:r~:~:~~~~:rsf:m. o~r~~~ ~S~~~
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<br />remedies otherwise available at law or In equity.
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<br />9. Cash D~count. The cash discount period will start from date of receipt of acceptable Invoice, or from
<br />date of receipt of acceptable products/services 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, Is exempt from all federal excise taxes under Chapter 32 of
<br />the Internal Revenue Code [No. 84--730123K) and from all State snd local government use tmees [CRS 39-
<br />26-14(a) and 203, as amended). Tax exempt numbers for the specific agency may be found elsew!'\ere In
<br />this PO. Vendor Is hereby notified that when materials are purchased for the benefit of the State, such
<br />exemptions apply except that In certain polttical subdivisions (e.g., City of Denver) vendor may be required
<br />to pay sales or use taxes even though the ultimate product or service ls provided to the State. These sales
<br />or use taxes will not be reimbursed by the State.
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<br />11, Prompt Payment. State law and regulations provtde that vendOl'1l will be paid within 45 days after
<br />receipt of prowcts or seNices and a correct notice of amount due, unless otherwise agreed to by contract
<br />or special conditions of the PO. A State liability not paid within 45 daysls considered delinquent and,
<br />unls88 otherwise agreed to, Interest on the unpaid balance shall 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 faith dispute exists as to the
<br />agency's obligation to pay all or a portion of the liability. Vendors shall Invoice the agency separately for
<br />Intereston delinquent amounts due. The billing shall reference the delinquent payment, the number of days
<br />Interestto be paid and the applicable Interest rate. [CRS 24--3()"202(24),as amended.]
<br />12. Vendor Offset. Pursuant to CRS 24w3()"202.4, ss amended, the State Controller may withhold payment
<br />for debts owed to State agencies under the vendor offset Intercept system for: (a) unpaid child support debt
<br />or child support arrearages; (b) unpaid balances of tax, accrued Interest, or other oharges speclfied In
<br />ArtIcle 21, Title 39, CRS; (c) unpaid loan8 due to the Student Loan Division 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 reduoed to judgment,
<br />as certified by the State Controller,
<br />13. Assignment and Succellors; Antitru.t Clam., Vendor shall not assign rights or delegate duties
<br />under this PO, or subcontract any part of the performance required under this PO, without the express,
<br />written CORlent of the State, v.tIlch shall not be unreasonably withheld. This PO shall Inure to the benefit of
<br />and be binding upon the parties hereto and thew respective successors and aaslgns. Assignment of
<br />accounts receivable may be made only with WTltten notice furnished to the purchasing agency or Institution.
<br />14. Indemnification. In the event any article sold or delivered under this PO Is covered by any patent,
<br />copyright, trademark, or applloation therefor, vendor will Indemnify and hold harmless the State from any
<br />and all loss. liability, cost, expenses and legal fees 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 services, to the extent
<br />authorized by law, vendor shall Indemnify, save, and hold harmleas the State, its employees and agents,
<br />against any and all claims, damages. liability and court awards Including coats, expenses, and attorney
<br />fees and related expenses, Inourred as a result of any act or oml88lon by vendor, or ttB employees, agents,
<br />subcontractors or assignees, arising out of or In connection with performance of services ordered by this
<br />PO,
<br />15. INDEPENDENT CONTRACTOR. VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN
<br />INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER VENDOR NOR At{'( AGENT
<br />OR EMPLOYEE OF VENDOR SHAll. BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE
<br />OF THE STATE. VENDOR SHAll. 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 PURSUANTTO 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 AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURP/'lCE BENEFITS
<br />UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
<br />NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. VENDOR SHAll. HAVE NO
<br />AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE STATE TO ANY AGREEMENT, LIABILITY, OR
<br />UNDERSTANDING, EXCEPT AS EXPRESSLY SET FORTH HEREIN. VENDOR SHALL PROVIDE AND
<br />KEEP IN FORCE, AND SHCW PROOF OF UPON REQUEST, WORKERS' COMPENSAl10N AND
<br />UNEMPLOYMENT COMPENSATION INSURP/'lCE IN THE AMOUNTS REQUIRED BY LAW, AND
<br />SHAlL BE SOLELY RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPLOYEES, AND AGENTS.
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<br />16. Communication. All oommunlcatlons,lncluding reports, notices, and advloe of any nature. ooncerning
<br />administration 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.
<br />17. Compliance with Laws. Vendor agrees to comply with all applicable federal and State laws,
<br />regulations and polioles, as amended, inclUding those regarding unfair labor practlcos, 8nti~klck..f)ack and
<br />collusion.
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<br />18. Americans with Disabilities Act (ADA) Requlreme.... If this solicitation contemplates the provisIon
<br />of servloes to the public, vendor shall, In addition to any other requirements under Title 11 of the ADA,
<br />comply with the Title t 1 requirements of the ADA regardIng the accessibility of State 8ervices and
<br />progfams, 8S an explicit requirement. Vendor assures that, at all times during the performance of any
<br />resulting PO, no qualified Indlvtdual with a disability shall, by reason of that disability, be excluded from
<br />participation in, or be denied benefits of, services, programs, 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 thl8 PO, insurance as
<br />specified In the 80llcltation or order, and shallprovtde proof of such ooverage.
<br />20, Tenninatlon For DefaUttJCaull, a. Except as otherwise agreed, the UCC shall govern In the case of
<br />~~~uo~ ~~~~~: ~~ ~~=u:~ v::g~~:oe~ v%t,~~~~: g~:~::~:~~ I~nll:f:o. ~:v~~~;a:fn~~ ~~i
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<br />may notify vendOf In writing of non..performance, and If not promptly oorrected within the time specl~ed,
<br />such agent may terminate vendor's right to ~ooeed with the PO or such part thereof as to which there has
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<br />~~~1e~~TXa~da ~~~r:h~IIP~:elr:breer~~exc:~:O~:::II~~~~~~e rne~~~:J~: :r~~i~O~d~eO~x~:~i~:
<br />elsewhere. Payment for completed services performed snd acoepted .hall be at the PO price.
<br />b. In the CBse of remedies exercised under this paragraph for BeNlces, or analogous remedies exercised
<br />under the UCC for In goods, the purchasing agency may withhold amounts due to vendor as the
<br />purchasing agent deems neoessa~ to reimburse the purchasing agency for the excess costs Incurred in
<br />~~1~gih~0:~:ti~? ~~~~~~~~SsSI: :~~~~:, a::n~:~~~:li not be In default by reason of any failure In
<br />performance of this PO In aocordance with lIB terms, If such failure arises out of acta of God; acts of the
<br />g~~~;; e:;~:~rcs~ ~fa:~tI~':'~::I:;Xn~~:~~:e~~a~fu~~a~:~I::~~:~"'e~hf~r::~~:;a~~~~Js~~r~
<br />severe weather.
<br />~db a:i~l:je;::~~1tVI~~:f;~~~:;~ ~~~I~:::~n o~~~~:~~~rI~tst~~:r~:~~~d~~~~ g:~~~~~:I~s~f
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<br />this clause.or that the delay was excusable, the rights and obligations of the parties shall be the same as If
<br />the notice of termination had been Issued pursuant to the termination for convenience clause.
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<br />21. Termination For Convenience, a. If not accepted by written ac1mowledgment, this PO may be
<br />canceled by written or oral notioe to vendor prior to shipment of goods or beginning of performance of
<br />services.
<br />b, Unless otherwise agreed In writing, in addition to the rights and remedes governing goods In the UCC,
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<br />:o~r~hr:I;:rtaPo~n~~:~~:ril~n':;: ~t::s~ :~c~~n:~s~~~~. ~~n~r~~~ulr:g~~~~~~:eg~~s V:~~~
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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 notloe of termination, vendor shall Incur no further obligations except to the extent
<br />necessary to mitigate costs of performance. In the case of servioes or speclal~ manufactured goods, the
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<br />:~~e a~~~~c'~ r:,~sor~~~~n:~~e~:~~ e~~e~:~of:aen~eO ~IC~n~~~~t:C:{ :~:I:: a:~/:Z~~:s~~~eJe~
<br />~~:~~:~~Jr~t 6~s th2~w1~~~~01~t:~ :~k~d~nd. a~cOU,~anco:sewi:; e~~ti~os~~~~IP:: ~~t~U~~Wdp~~
<br />reasonable settlement expenses, the PO price for goods delivered an~ accepted, reasonable costs
<br />~~~r.ii~ :~~~T:f~~o~e~~:~:70~fll~b1I~~~I~e~r~1sgo::gr:~~ :h~~~~r~~~e~do~~o~:~~fr:f:::t~~
<br />price plus a reasonable coat for settlement expenses. Jendor ag-eea to submit a termination proposal as
<br />2t~~w~01~~~a:~e~~~~;~n ~~;~~n~f~~p~~~~~l:~~Y. data, and a certification as required CRS
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<br />22. Purchase Order Approval. This PO shall not be valid unless It la executed by the purchasing agent for
<br />the purohaslng State agency or Institution. The State shall have no responsibility or liability for products or
<br />services delivered or performed prior to proper execution hereof.
<br />23, Fund Avallabllltyj Federal Funds Contingency, Financial obligations of the State payable after the
<br />~~d':,"ta:~:lby:.a~f a:~lscpngnr~~S:dn ~n~~:: ~a:rf~r:;~~e~~':te~fr~d~t~~I~$~e~d8:~~tht~rv:~~
<br />~:~~~~~~:o~ ~:o:n~~~~gd:Yi:~~:~% 0: ~'~:r:ll~S~=~,::~~~~:sr::{::~j,~ ~~ri? ~:~~~P~:f:
<br />sufficient funds to make payment under this PO In accordance with ttB terms.
<br />24. Choice of Law. This PO is made In, and the laWl of the State of Colorado shall govern, In connection
<br />with the formation, performance and the legal enforcement of, this PO. Unless otherwise specified In the
<br />eoUcltation or this order, Yenue for any jUdicial action arising out of or In connectJon with this PO shall be In
<br />Denver, Colorado. Vendor shall exhaust administrative remedies In CRS24-109-106, as amended, prior to
<br />commenoing any judicial action agalnstth eState.
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<br />25. Uniform 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, 88 emended.
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<br />26. Non-dllcrlmlmdlon. Vendor agrees to complyw Ith the letter and spirit of all applicable State and
<br />federal laws respecting discrimination and unfair employment practices.
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<br />27. INolappllcoblalo Inlal1lovommonlal POol ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
<br />SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vandor cartlfi.. that It ahaU comply
<br />with the provisions of eRS 8--17.5-101 et seq. Vendor shall not knowingly engage an illegal alien to
<br />Derfonn work under thia PO or enter Into a contract or PO YAth a subcontractor that falls to certify to vendor
<br />that the subcontractor shall not knowingly engage an Illegal alien PO. Conlractor
<br />represents, warran", and agfees that It (I) has verified that It d aliens, throu~
<br />partlclpatJon In the federal Baalc -Mil comply with
<br />the requirements of CRS 8--17.5w102(2)(b). Vendor shall comply with sll reasonable requests msde In the
<br />course of an Investigation under CRS 8w 17,5-102. Failure to comply with any requirement of this provision
<br />or CRS 8w17.5-101 et8eq., shall be cause for termination for breach and vendor shall be liable for actual
<br />and consequential damages.
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<br />b. Vendor,1f a natural person eighteen (18) years of age or older,he roby swears or affirms under penalty of
<br />perjury that he or she (I) Is a citizen or otherwise lawfully pressnt in the United States pursuant to federal
<br />law, (II) ,hall comply with tha provl,lon, of CRS 24-76.5-101 at ,aq., and (III) ,hall prowca ona form of
<br />Identification required by CRS 24--76.6w 103 prior to the effective date of this PO.
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<br />Date Issued: 7I1n4
<br />Date Revised: 10/25/06
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