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<br />1. Offer/Acc;eptanc;e. If this purchase order (-PO") refelll to your bid or proposal, then this PO Is an
<br />ACCEPTANCE of your OFFER TO SEllin accordance with the terms and conditions of the IFBIRFP, as
<br />stated In your bid. If no bid or proposal Is referenced, this PO Is an OFFER TO BUY, subject to your
<br />ac;ceptance, 'Nhlch must be demonstrated by either your performance of this PO or by a formal
<br />acknowledgment In wrttlng. Any COUNTER..QFFER TO SELL Is automatically construed as a
<br />CANCELLATION of this PO unless a change order Is I8sued accepting a counter..offer.ln the event vendor
<br />form(s) or part(B) of forms are Included In, or as an attachment to, any bid, proposal, offer,
<br />acknowledgment, or otherwise, vendor agrees that, In the event of Inconslstenciea or contraclctlons, the
<br />terms and conditions of the solicitation document and thIs PO shall supelllede and control over those
<br />contaIned In vendor's form(s) regardle88 of any statement to the contraryln such form(s). Unless the
<br />purchasing agent specifically agrees In writing through overt referenc;e or other express written Indlcltion of
<br />assent, terms and conditions on vendor forms regarding choice of law, venue, warranty disclaimer or
<br />exclusion, indemnification or Umltatlon of liability shall be of no effect.
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<br />2. Safety InfonnaQon. All chemicals, equipment and materials proposed and/or used In the performance
<br />01 this PO must conform to the standards required by the Wi\1lam-Stelger Occupational Safety and Health
<br />Act of 1970. Bidders must furnish all Material Safety Data Shee11 (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 productB andlor services In strict ac;cordance wtth the specifications,
<br />and at the price set forth for each Item. Nothing In this PO may be added to, modified, superseded or
<br />otherwise altered except In writing signed by an authorized representative of the agency purchasIng omce
<br />and acknowledged by vendor. Each shipment received or service performed Bha~ 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 />acknowledgment of a written change order to thls PO.
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<br />4. Delivery. Unless other'IVIse 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 ballc 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 cancel Its order, or
<br />any part thereof, without prejudice to Its other rights, and vendor agrees that the agency may return all
<br />or part of any shipment so made, and may charge vendor wth any I08S or expense sustained as a
<br />result of such failure to deliver or perform as promised. Time ts of the e&8ence.
<br />5. Rights In Data, Documents, Computer Software or Other Intellectual Property. Unlesa otherwise
<br />agreed In writing, any software, researeh, reports, studies, data, photographs, negatives or other
<br />documents, a-awings or materials delivered by vendor In the performance of Its obligations under this PO
<br />shall be the exclusive property of the State. The ownership rights described herein shall Include, but not be
<br />limited to, the right to copy,pu blish, display, transfer, prepare derivative works, or otherwise use the works.
<br />6. Qualtty. The State will be the sole judge in determining ~equals. with regard to quality, price and
<br />performance. All products delivered shall be newly manufae1ured and of the manufacturer'. current model,
<br />unless otherwise specified.
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<br />7. Warranties. All provisions and remedes of the Uniform Commerelal Code ("UCCM) relating to both
<br />Implied and expressed warranties are herewith referred to and made a part hereof and are to addition to
<br />any warranties stipulated In the specifications.
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<br />rns~~J::::c:~~e:c;~~~:~c;:~ FI~:~u:c;~tas~C;:lcl:s ~:~~d~~eFa~~ ~~~~:oo~ r~~~~:~~~~~:
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<br />agency may exercise all of It9 rights. fnCIUdlng those provided In the UCC. The ap,ency reserves the right to
<br />Inspect services provided undet' this PO at all reasonable time8 and places. 'Services" as used In this
<br />clause includes services performed or tangible material produced or delivered In the performance of
<br />
<br />s:~~c:~~ ~~J~e~~ s:I~II:~O~~o~~kco~~r~O~~q~I~~ee~~~~~~~ ~~drtP:,n~yp~;X;t~~e~e~~t:~
<br />rn the qUall~ or quan~ty of selVlce cannot be corrected by re--performance, the agency may (I) require
<br />(i~n:~:b~ r:~~~e~:~a~~:~t ~u:~~~:O~t~t r~;e~~: r:~~~~~~~ec;~f~::~c:~ r:rt~~~d~n~h:~
<br />remedies In no way limit the remedies available to the agency In the termination provisrons of this PO, or
<br />remedies otherwise available at law or In equity.
<br />9. Cash Discount. 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, vmlchever Is later.
<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 and local government U8e taxes (CRS 39--
<br />2&-.t4(a) and 203, as amended}. Tax exempt numbers for the speclfio agency may be found else'Nhere In
<br />thts PO. Vendor Is hereby notified that 'Nhen materials are purc;haaed for the benefit of the State, such
<br />exemptions apply except that In certain pOllticalaubclvlslons (e.g., City of Denver) vendor may be required
<br />to pay sales or use taxes even though the ultimate product or servlc;e ts 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 provide that vendors will be paid within 45 days after
<br />receipt of prowcts or services and a correct notice of amount due, unless otherwise agreed to by eontract
<br />or spec;lal conditions of the PO. A State liability not paid within 45 dayala considered deltoquentand,
<br />unles8 otherwise a(p"eed 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 shalllnvoloe 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 Intere6t rate. (CRS 24-30.202(24),a8 amended.}
<br />12. Vendor Offset. pursuant to CRS 24-30.202.4, as amended, the State Controller may withhold payment
<br />for debts owed to State agencle8 under the vendor offset Intercept 8yatem 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, Title 39, CRS; (0) unpaid loans due to the Student Loan Dlvlslon 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 agendes by final agency determination or redJced to judgment,
<br />as certified by the State Controller.
<br />13. Assignment and Successorli Antitrust Claims. Vendor shall not assign rlgh18 or delegate dutlea
<br />under this PO, or subcontract any part of the performance required under this PO, without the expre88,
<br />written consent of the State, vmlch shall not be unreasonably withheld. This PO shall Inure to the benefit of
<br />lInd be binding upon the parties hereto and their respective successors and 1188lgl1l. Assignment of
<br />accounts receivable may be made only with v..-Itten 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 />copyrlght, trademark, or application therefor, vendor wi. Indemnify and hold harmless the Slale 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 I1ke of
<br />rights under such patent, copyright, trademal1t or application. If this PO I. for services, to the extent
<br />authorized by law, vendor shall Indemnify, save, and hold harmless the State, Its employees and agents,
<br />against any and all claims, damages, lIabnity and court awards Including costs, expenses, and attorney
<br />fees and related expenses, Incurred liS a result of any act or omission by vendor, or lt8 employees, agents,
<br />subcontractors or assIgnees, arisIng out of or In connection with performance of services ordered by this
<br />PO.
<br />15. INDEPENDENT CONfRACTOR. VENDOR 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 UNEMPLOYMENf 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 SHCIIV PROOF OF UPON REQUEST, WORKERS' COMPENSATION AND
<br />UNEWPLOYMENT 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 communications, Including reports, notices, and advIce of any nature, c:oncemlng
<br />adminIstration of thIs PO, prepared by vendor for the agency's use, must be fumlshed solely to the
<br />purchllslng agent within the agency purchasing office.
<br />t7. Compliance with Laws. Vendor IIgrees to comply with all applicable federal and State laYo'S,
<br />regulations and policies, as amended, Including those regarding unfair labor practices, anti-kick-back and
<br />oolluslon.
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<br />18. Americans with Dlsabll"les Act (ADA) Requirements. If this solicitation contemplates the provision
<br />of services to the public, vendor shan, In addition to any other requirements under Title 11 of the ADA,
<br />comply with the Title 11 requirements of the ADA regarding the aoo8sslbllity of State services and
<br />pro17ams, as an explicit requirement. Vendor assures that, at all times during the performance .of any
<br />resulting PO, no qualified Individual with a disability shall, by reason 01that dlsabtllty, 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. Insurena. Vendor shall obtaIn, and maintain at aU times during the term 01 this PO, Insurance as
<br />specified In the 80llcltatlon or order, and shall provide proof of such coverage.
<br />20. Tennination For DefauttlCauae. a. Except as otherwise agreed, the uce shall govem In the case of
<br />~~ct;uc~ :it~:~: ~~ ~~=u:~ ~n~~~~::oe~ ~:~Is~: :~:~::;3~~ l~n~l:f ~ ~~v~s~~;a:tn~I:~~i
<br />:u~h ~~~~t~~:~r~I:t:n~e~~~r~;rg~7~~~~~:e:~J: ~:t tbO~P:Jcho~~ct~:r:~~ns \~eJ%~ ij,P:r~fi~:'
<br />~~f~:~~a:da ~~~r:~~IIPr~rlr:bree~:mex~:~:O~::III~:~~~e fner~~~:~;: ~r~~r~~d~eO~:~I~~:
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<br />elsevmere. Payment for completed services performed and accepted shall be at the PO price.
<br />b. In the caBe of remedies exerelsed under this paragraph for selVlces, or analogous remecles exerc;lsed
<br />under the vendor as the
<br />purchasing sts Incurred In
<br />Ices.
<br />c. In the caae 0 el er goo s or services, vendor shall not be In default by reason of any failure In
<br />performance of this PO In accordance with Its terms, If such failure arises out of aoti of God; acts of the
<br />
<br />~~~~; e;~~~i: :'~~~ti~~at:'e:~I:Zn:~::~:e~a~~~a~o:~I::~::~~e~hf~r;:::::~:~~~~~Js~:~
<br />severe weather.
<br />d. If after rejection, revocation, or other termination. of vendor's right to proceed under the provlslons of the
<br />UCC or this clause, " Is determined for any reason that vendor was not In default ~nder the provisions of
<br />this clallse,or that the delay was excusabte, the rights and obligations of the parties shall be the same as If
<br />the notice of termination hlld been Issued pUflluant to the termination for convenience clause.
<br />21. Tennlnatlon For Convenience. a. If not accepted by Vt1'ltten acknowledgment, thIs PO may be
<br />canceled by written or oral notice to vendor prior to shipment of goods or beginning of perform8nce of
<br />services.
<br />b. Unless otherwise agreed In writing, in addition to the rig,1$ and remecles governing goods In the UCC,
<br />~oreU~~I~~rtaPo~~~~~~:'~~n~: ~1~:s: eo~c~~n:::~~I~~ ~~~n~r~:~~ulr:g~~~~h~1eg~~s ~~
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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 rec;elpt of notice of termination, vendor shall Incur no further obligations eKcept to the extent
<br />necessary to mitigate costs of performance. In the case of services or speclal~ manufactured goods, the
<br />
<br />:~~e as:C~~~~ r~a:or~:~~n:g:e~::~e~fe~:rl~::r:eO g~l~nC:c~~~t~dr :~~I\: a:~ s:Z~:s~I~~~e~
<br />~~:~~:~~ee:r;: 6~s th2~_t~~~~g~~:~ :~k~d~nd. ar;0U,~an=8ewl~ :id~s~:orld~~IP~: ~~:u~~~lrdp~~
<br />reasonable 8ettlement expenses, the PO price for goods delivered an~ accepted, reasonable costs
<br />~~~~~~dh~ f~:~:r~~0~e~~\~:~0~fli~~Ilt;~~I~Ve~r~4e go:r':gr:~ :h~i~~r~~I:e~do~~0::~~fr:f:::t~3
<br />price plus a reasonable cost for settlement expensea. Jendor agrees to submit a termInation proposal as
<br />~t~;.~o~~~a:~e~le'd~~;:n ~:~~:~n:~~p~~~a~7~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 Is executed by the purchasing agent for
<br />the purchasing State agency or Institution. The State shall have no responsibility or llabJllty for products or
<br />services delivered or performed prior to proper execution hereof.
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<br />23. Fund Avallllbllltyj Federal Fund. Contingency. Financial obligations of the State payable after the
<br />
<br />~:~nta~~~~lbY:~~f a;lscotgnrs'~~S:~ :~n::r: ~ral~':rt'~~e~~~fafr~~~~~I~~~e~d s~~1e~tht~~d
<br />~entip~~~~~~~o:f t~~~:n:~n~~gd:U::~~~ o~ ~~r:ll~s~~:~~nr~J:'~t~~:sr::;::~n~ ttfl? ~:~:~P~:ld:
<br />sufficient funds to make payment under this PO in accordance with its terms.
<br />24. Choice 01 Law. This PO Is made In, and the laws 01 the State of Colorado shall govern, In connection
<br />with the formation, performance and the legal enforcement 01, this PO. Unless otherwise specified In the
<br />solicitation or this order, venue for any judclal action arising out 01 or In connection with this PO shall be In
<br />Denver, Colorado. Vendor shall exhaust administrative remedlea In CRS 24-1 09-1 06, II' amended, prior to
<br />commencing any Judicial action agaln81th eState.
<br />25. Uniform Commercial Code. All references In this PO to the uec shall mean the uce aa adopted by
<br />the State of Colorado at Title 4, Colorado Revised StabJtes, as amended.
<br />26. Non-dlsc;r1mlnation. Vendor agrees to complyw Ith the leUer and spirit of all applicable state and
<br />1ederallaYo'S respecting discrimination and unfair employment practice8.
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<br />27. [Not ."pl/coble to 'ntergovemmen,., POe] ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
<br />SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vendor certlfie. that" aha" comply
<br />with the provisions of CRS 8-1.7.5-101 at seq. Vendor shall no1 knowingly engage an Illegal alien to
<br />Detform work under this PO or enter .Into a contract or PO \\4th a subcontractor that fails to oertlfy to vendor
<br />that tha subcontractor shall not knowingly engage ~n Illegal allen to Derform work under this PO. Contractor
<br />represents, warrants. and agrees that It (I) has verified that It does not engage any Illegal aliens, throu~
<br />participation In the federal Basic PMot Employment Verification Program and (II) otherwise will oomply with
<br />the requirements of CRS 8-17.5-102(2)(b). Vendor shall comply with all reasonable re(fJests maele In the
<br />cour18 of an Investigation under eRS 8-17.5~102. Failure to comply with any requIrement of this provlslon
<br />or CRS 8-17.5-10t et seq., shall be cause fortermlnatlon 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 oIder,he reby swears or affirms under penalty of
<br />perjury that he or she (I) Is a dtlzen or otherMse lawfully present In the United States pursuant to federal
<br />law, (II) .hall comply with th. provl.lon. of CRS 24-76.5-101 etaaq., and (III) .hall produca one form of
<br />Identification requIred by eRS 24-76.5-t03 prior to the effective date of this PO.
<br />
<br />Date Issued: 7/1/74
<br />Date Revised: 10/25/06
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