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<br />1. Offer/Acceptanc;:e, 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 condltioll8 of the IFB/RFP, a8
<br />stated In your bid. If no bid or proposal Is referenced, this PO Is an OFFER TO BUY, subject to your
<br />acceptance, which must be demonstrated by either your pertormance of this PO or by 8 formal
<br />acknowledgment In writing, Any COUNTER-oFFER TO SELL Is automatically construed 1.'8 a
<br />CANCELLATION of this PO unless a change order Is issued accepting a countar-offer, In the event vendor
<br />form(s) or part(s) of forms are Included in, or as an attachment to, any bid, proposal, offer,
<br />acknowledgment, or otherwlse, vendor agrees that, In the event of Inconsistencies or contradictions, the
<br />terms and conditions of the soUcItation document and this PO shall supersede and control over those
<br />contained in vendor's form(s) regardless of any statement to the contraryin such form(s). Unl8lls the
<br />purchasing agent specifically agrees In v-niting through overt reference or other express v-nitten Indication of
<br />lUlIent, terms and conditions on vendor forms regardlng choice of law, venue, warranty disclaimer or
<br />exclusion, Indemnification or limitation of liability 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 conform to tha standards required by the William-Steiger 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,
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<br />3. Changes, Vendor agrees to furnish products and/or seNlcesln strict accordance with the specifications,
<br />and at the price set forth for each Item, Nothing In this PO may be added to, modified, superseded or
<br />othePNIse altered except In writing signed by an authorized representative of the agency purchasing office
<br />and acknowledged by vendor, each shipment received or service performed shall be only upon the terms
<br />contained In this PO, notYlithstandlng any terms contained in any Invoice or other act of vendor other than
<br />acknowledgment of a written change order to this PO.
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<br />4, Delivery. Unless otherwise speclfled 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 8S material and basic to 11:& acceptance. In the event of vendor's
<br />fallure to dellver or perform aa and when promised, the agency reserves the right to cancel Ita order, or
<br />any part thereof, without prejudice to its other rlgh1:&, and vendor agrees that the agency may return all
<br />or part of any shipment so made, and may charge vendor YAth any I08S or expense sustained as a
<br />result of such fallure to deliver or perform as promised, Time Is of the essence,
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<br />6, Rights In Data, Documentl, Computer Software or Other IntelleeWel Property. Unless otherwlse
<br />agreed in v-niting, any software, research, reports, studies, data, photographs, negatives or other
<br />documents, draYAngs or materials delivered by vendor in the performance of its obligations under this PO
<br />shall be the exclusive property of the State, The ov.mershlp rights described herein ahalllnclude, 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, QuaUty. The State will be the sole Judge in determining "equalaR wth regard to quality, price and
<br />performance. All product& 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 (RUCCi relating to both
<br />implled and expressed warranties are herewith referred to and made a part hereof and Bre In addition to
<br />any warranties stipulated In the specifications,
<br />e, Inspection and Acceptance, Final acceptance is deFiendent upon completion of all applicable
<br />~::~g~i~a:r:xc:r~i::~lI ~~~I~g~:, f~~I~~~ :o::~~~~rd:d Ilnt~~~~c~n~~n:~:~:y~e~~~~:':h~n:9hrt:
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<br />inspect services provided under this PO at aU reasonable times and places, "Services" as used In this
<br />clause Includes seNlces performed or tangible material produced 01 delivered In the performance of
<br />seNlces. If any of the services do not conform with PO requirements, the agency may require vendor to
<br />perform the services again In conformity VYith 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 performance conforms to PO re;tlrements and
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<br />r2;~~:~~ ~~~ t~lr~:~en~~d~:~~~lra~:t~e:ethaeg~~~~c~d th:I~:r~~::~';:~~ssFo~s o~r~~ ~g~o~
<br />remedles otherwise available at law or in equity.
<br />9, Cash DlIeount, 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 ,
<br />10, Taxes. The State agency, as purchaser, is exempt trom all federal excise taxes under Chapter 32 of
<br />the Internal Revenue Code (No, 84-730123Kl and from all State and local government use taxes tCRS 39-
<br />26-14(a) and 203, as amended), Tax exempt numbers for the specific agency may be found else'htlere In
<br />this po. Vendor Is hereby notified that v.tlen materials are purchased for the benefit of the Slate, such
<br />exemptions apply except that In certain political subdivisions (e.g" City of Denver) vendor may be required
<br />to pay sales or use taxes even though the ultimate product or service Is prOVided to the State. These sales
<br />or use taxes will not be reimbursed by the State.
<br />11. Prompt Payment. State law and regulations provide that vendors will be paid within 45 daya after
<br />receipt of productl or seNlces and a correct notice of amount due, unless otherwise agreed to by contract
<br />or special condltlons of the PO, A State liability not paid within 45 dayais considered delinquent and,
<br />unless otherwise agreed to, interest on the unpaid balance shall be paid beginning with the 46th day at the
<br />rata of 1 % per month until paid In full. A liability shall not arlsa If a good faith dlsputa axlsta as to tha
<br />agency's obligation to pay all or a portion of the liability, Vendors shall Invoice the agency separately for
<br />Intereston delinquent 8mounts due. The billing shall reference the delinquent payment, the number of days
<br />Interastto be paid and the applicable Interest rate. [CRS 24-30.202(24),as amended,]
<br />12. Vendor Offset, Pursuant to CRS 24-30-202,4, as amended, the Slate 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 charges specified In
<br />ArtIcle 21, Tille 39, CRS; (c) unpaid loans 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 re<llced to Judgment,
<br />as certified by the State Controller,
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<br />13, Assignment and Succellorsj Antitrust Claims. Venc:lor shall not assign rights or delegate dutieD
<br />under this PO, or Bubcontract any part of the performance required under this PO, without the expre88,
<br />written consent of the State, wt1lch shall not be unreasonably withheld, This PO shall Inure to the benefit of
<br />and be binding upon the parties hereto and their respective successors and assigns. Asslgnmenl of
<br />accounts receIvable may be made only with written 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 application therefor, vendor will Indemnify and hold harmle" the State from any
<br />and alllos8, liablUly, 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, &ave, and hold harmless the State, Its employees and agents,
<br />against any and all claims, damages, liability and court awards including costs, expenses, and attorney
<br />fees and related expenses, Incurred a8 a result of any act or omission by vendor, or lts employees, agents,
<br />Bubcontractors or assignees, arising out of or In connection with performance of services ordered by this
<br />PO.
<br />15. INDEPENDENT CONTRACTOR. VENOOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN
<br />INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER VENDOR NOR ANY 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 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 AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE 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 SHC!IV PROOF OF UPON REQUEST, WORKERS' COMPENSA'llON AND
<br />UNEMPLOYMENT COMPENSATION INSURANCE 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 communloatlons, Including reports, notices, and advice of any nature, concemlng
<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,
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<br />17. Compliance with Laws. Vendor agrees to comply with aU applicable federal and State laYlS,
<br />regulations. and policies, as amended, Including those regarding unfair labor practices, anti~kick"back and
<br />collusion.
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<br />18. Americana with Disabilities Act (ADA) Requirements. If this solicitation contemplates the provision
<br />of services to the public, vendor shall, in addition to any other requirements under Title 11 of the ADA,
<br />comply with the Title 11 requirements of the ADA regarding the accessIbility of State services and
<br />programs, as an explicit requirement. Vendor assures that, at all times during the performance of any
<br />resulting PO, no qualified Individual with a dsabllity shall, by reason of that disability, be excluded from
<br />participation In, or be denied benefits 01, 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 this PO, insurance as
<br />specified in the solicitation or order, and shall provide proof of such coverage,
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<br />20, Tennlnatlon For Default/Cause. a. Except 8S otherwise a~eed, the UCC shall govern In the case of
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<br />~1h~UC~ ~~~~~: ~~ ~~~~:u~~ "~n~~~~::~ ;J~I~: ~~:t::~fi~~ l~n~l~f ~tg, ~~v~~~:a~r~~~~~i
<br />:u~ ~~~~t ~~:t~r~i;;-:~:n:e~~~r~~;rg~1t::n~~~:ed~~f t~~t to:P:Jcho;a~~r~r~ns \~eJ,~~ tir:r~fi~a~
<br />been delay or a failure to properly r.erform, ~endor shall continue performance of the PO to the extent It 18
<br />not terminated and shall be Ilab e for excess costs Incurred In procuring similar goodS or services
<br />elsewhere. Payment for completed services performed and accepted shall be at the PO price,
<br />b, In the case of remedies exercised under this paragraph for services, or analogous remedle& exercised
<br />under the UCC for in goods, the purchasing agency may withhold amounts due to vendor as the
<br />purchasing agent deems nece9sa~ to reimburse the purchasing agency for the excess costs Incurred In
<br />~~rl~gih~o~~~ti~~ :~ili~~~~~9sSi~ :~~I~::, ~e~~~~~:11 not be In default by reason of any failure In
<br />performance of this PO In accordance with tts terms, If such failure arises out of acts of God; acta of the
<br />~~~~~; e~~:~~t;S;'fa~~t~~at~:~I:~n~~~~~:e~~~th~:7a~~;~I::~:::;i~e;hfc::~;~~~:;a~~~~Js~:I~
<br />severe weather.
<br />~ci~ a~:~i~jd:~~e~it~c~:f~m%::~r t:~~I~:::~n 0~~1~~~r~~~~st~g:r~~~~a~~t~~:;'~ ~:~~~~~~~sth;
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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. Tennlnatlon For Convenience. a, If not accepted by written acknowledgment, this PO may be
<br />canceled by written or oral notice 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 remedies governing goous In the UCC,
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<br />~oreur;rrnsi~~rt aPo~n~~~~n~n~~n~: ~t~:s~e~c~~nri;~~tii~~, ~~~~r~::i~~ir:g~~~~~~1eg~~s ~~~~
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<br />notice of the termination to vendor specifying the part of the PO terminated and when termination becomes
<br />effective. Upon receipt of notice of termination, vendor shall Incur no further obligations except to the extent
<br />necessary to mitigate costs of performance, In the case of services or speclal~ manufactured goods, the
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<br />::e a~~~~re~ r~~or~~~~n:~:e~::~ e~~e~:rl:~~:n~~ g~l~nO:c~~t:t~C:{ :~~~I\:: a~~d s:~~~:s~I~~eJe~
<br />~~':~d:~~~!r~t cif{s t~l_luO~~101~t:~ :~krid~nd, a~ofu~ancC:se~~ :i~ti~~s~g~~s~iP~: g~~u~~~W~~~
<br />reasonable settlement expenses, the PO price for goods delivered and _ accepted. reasonable costs
<br />~~tT~~ :~:~ta~r~~~e~~:~:~o~fll~~I~~~I~~~ru,~s 90~::gr:~~ :h~r~~r~~~e~dom:o~:~~r~f~:t~~
<br />price plus a reasonable cost for settlement expenses. Jendor agrees to SUbmi~terminatlon proposal as
<br />~:!~ ~.ro~~~a:~e~dP~~~~~n ~:~~~~n~~~~'p~~~a~~~l~~~~~, data, and a ce ficatlon as required CRS
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<br />22, Purchase Order Approval. This PO shall not be valid unless it Is executed by the purchasing agent for
<br />the purchasing 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 Fundi Contingency. Financial obligations of the State payable after the
<br />~~d~ta~u~~r:,a~f aI~isccwgnr?~~s:g [~n:!~ ~ral:~~:~~el~~:~~r~ri~~t~~I~u~~e~:d8~~~~ht~rv:~d
<br />~:t~~~~~~~go~ ~:o~n~~~~gd:r;:~~:~~ 0: ~~~:r:II~~~~~~nr.~U~t~~:sr~;{::~~~ ~~ri~ ~~~t:~P~:l~:
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<br />suffictent funds to make payment under this PO in accordance with Its terms,
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<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 otheMise specified in the
<br />solicitation or this order, venue for any Judicial action arising out of or In connection with this PO shall be in
<br />Denver, Colorado, Vendor shall exheust administrative remedies In CRS 24-109-106, as amended, prior to
<br />commencing any judicial action agalnstth eState,
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<br />25. UnlfoRn Commen:ial Code. All references In this PO to the UCC shall mean the UCC as adopted by
<br />the State of Colorado at Title 4, Coiorado Revised Statutes, as amended,
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<br />26. Non-dl.crlmlnatlon. Vendor agre" 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. INol /JPpllcablalo Inl.fl/ovammenl.' PO.I ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
<br />SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vendor certlfie. that n shall comply
<br />with the provisions of CRS &-17,5-101 et seq, Vendor shall not knowingly engage an Illegal alien to
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<br />~~~th":: :~~0:~~:1:~~ nO:t ~~~~~~y ae~~~~:c~~~Il~Oa~We~ ~~b~~~actQr that falls to certify to vendor
<br />represents, warrants, and agrees that It
<br />participation in the federal Basic Pilot Employment Verifi
<br />the requirements of CRS 8-17,5-102(2)(b)..Vendor shall. all reasonable requests made In the
<br />course ohm Investigation under eRS 8-17.5-102, Failure to comply YAth any requirement of this provision
<br />or CRS 8-17 .5--101 et seq" shall be caUBe for termination for breach and vendor shall be liable for actual
<br />and consequential damages.
<br />b. Vendor,lf a natural person eighteen (18) years of age or older,he reby swears or affirms under penalty of
<br />perjury that he or she (I) Is a citizen or othelVAse lawfully present In the United States pursuant to federal
<br />law, (il) shall comply with the provisions of ORS 24-76,5-101 et seq., and (iii) shall produce one form of
<br />Identification required by CRS 24-76,5.103 prior to the effective date of this PO.
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<br />Date Issued: 7/1/74
<br />Date Revised: 10/25/06
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