Rifle WCPlan PO

• Water Efficiency Grant Type: Water Conservation Planning Grant
• Contract/PO #: OE PDA 08-17
• Applicant: City of Rifle
• Project Name: City of Rifle Water Conservation Plan
• Title: City of Rifle Water Conservation Plan
• Date: 8/1/2007
• County: Garfield
• Water Efficiency - Doc Type: Purchase Order

1. Offer/Acceptance. If this purchase order ("PO") refers to your bid or proposal, then this PO 18 an
ACCEPTANCE of your OFFER TO SEU,1n accordance YIIth the terms and conditions of the IFBIRFP, 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 thls PO or by a formal
acknO'Medgment In writing. My COUNTER-OFFER TO SELL Is automatically construed as a
CANCELLATION of this PO unlesa a change order Is Issued accepting a counter-offer.ln the event vendor
form(s) or part{s) of forms are Included In, or as an attachment to, any bid, proposal, offer,
acknowledgment, or otherwlae, vendor agrees that, In the event of Inconsistencies or contradictions, the
terms and conditions of the solicitation document and this PO shall supersede and control over those
contained In vendor's form(s) regardless of any statement to the contraryln 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 regardng choice of law, venue, warranty disclaimer or
exclusion, Indemnification or limitation of llablllty shall be of no effect.

2. Safety Infonnation. All chemicals, equIpment and materials proposed antUor used In the performance
of this PO must conform to the standards required by the William-Steiger Occupational Safety and Health
Act of 1970. Bidders must furnIsh all Material Safety Data Sheets (MSDS) for any regulated chemicals,
equipment or hazardous materials at the time of delivery.

3. Ch.,Ue.. Vendor agrees to furnish products and/or servlces1n sb1ct accordance wtth the specifications,
and at the price set forth for each Item. Nothing In this PO may be added to, modified, superseded or
othelVl'ise altered except In writing signed by an authorized representative of the ageney purchasing office
and acknowledged by vendor. Each shipment received or service performed shall be only upon the terms
contained In thIs PO, notwith8tanding 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 solicitation or In this PO, delivery shall be FOB
destination, In ita acceptance of any quotation offer, the ageney is relying on the promised deUvery date,
Installation, or service performance as material and basic to its acceptance. In the event of vendor's
failure to deliver or perform 88 and when promlBed, the agency reserves the right to cancel Its order, or
any part thereof, without prejudice to Its other rights, and vendor agrees that the ageney may return all
or part of any shipment so made, and may charge vendor YMh any loss or expense sustained as a
result of such failure to deliver or perform as promised. Time Is of the essence.

5. Rights in Data, Documents, Computer Software or Other Intellectual Property. Unless otherwise
agreed In writing, any software, research, reports. studes, data, photo(J'aphe, negatives or other
documents, <hwlngs 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,pu blish, display, transfer, prepare derivative works, or otherwise use the works.

6. Quality. The-State will be the sole judge In determining -equals- YMh regard to quality, price and
performance. All products delivered shall be newly manufactured and of the manufacturer's current model,
unless otherwise specified.

7. Warranties. All provIsions and remedies of the Uniform Commercial Code ("UCC") relating to both
implied and expre88ed warranties are herewith referred to and made a part hereof and are In addition to
any warranties stipulated In the specifications.

rns~~:i:nct~~c:~~e:,cSh::~Cth~ FI~:~u:ce:rt~~C;:IC:S ~cet~d:~efP:n; f~~~~::nn r:~f:~~:~~a~:

agency may exercise all of its rights, ~c1Udlng 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 services performec:t or tangible material produced or delivered In the performance of
services. If any of the services do not conform 'tVith PO requirements, the agency may require vendor to
rrerform the services a~aln In conformity with PO requirements, with no additional payment. When defects

:e~':w ta:Ieo~e~~:a% ~fc=:~~~ e~:~:\:a~ ~erf~~: ~~J:;~=~m:On~f:.:e t:~8% m~~J:l~~qu~d
(Ii) equitably reduce the payment due vendor to refted the reduced value of the services pe~med. These
remedies In no way limit the remedies available to the agency In the termination prov\Blons of this PO, or
remedies otherwise available at law or In equity.
9. Cash Discount. The cash discount period will start from date of receIpt of acceptable Invoice, or tom
date of receipt of acceptable products/services at the specified destination by an authorized agency
representative, whichever Is later.
10. Taxes. The State agency, a8 purchaser, Is exempt from all federal excise taxes under Chapter 32 of
the Internal Revenue Code (No. 84-730123K] and tom all State and local govemment use taxes [CRS 39-
26-14{a) and 203, 8S amended]. Tax exempt numbers for the specific agency may be found el8evdlere 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 subdvlslons (e.g., City of Denver) vendor may be required
to pay sales or use taxes even though the ultimate product or service ~ provided to the State. These sales
or use taxes Yt'ill not be reimbursed by the State.

11, Prompt Payment. State law and regulations provide that vendol'8 will be paid within 45 days after
receipt of products or services and a correct notice of amount due, unless otherwise agreed to by contrad
or special conditions of the PO. A State liability not paid Yt'ithln 45 daysls considered delinquent and,
unless otherwise agreed to, Interest on the unpaId balance shall be paid beglnnlng Yt'ith the 46th day at the
rate of 1% per month until paId In full. A liability shall not arise If a good faith dispute exists 8S to the
agency's obligation to pay all or a portion of the lIab1lity. Vendors shalllnvoloe the ageney separately for
Intereston delinquent amounts due. The billing shall reference the delinquent payment, the number of days
Interestto be paid and the applicable Interest rate. (CRS 24-30-202(24),as amended,)
12. Vendor Offset. PUlSuant to CRS 24-30-202.4, 8S amended, the State Controller may withhold payment
for debts owed to State agencies under the vendor offset intercept system for: (a) unpaid child HUPPOrt 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 final agency determination or reduced to Judgment,
as certified by the State Controller.
13. Assignment and Successorlj Antitrust Claw. Vendor shall not assign rights or delegate duties
under this PO, or Bubcontract any part of the performance required under this PO, without the express,
written consent of the State, \fAlich shall not be unreasonably Yt'ithheld. This PO shall Inure to the benefit of
and be binding upon the parties hereto and their respective successors and assigns. Anlgnment of
accounts receivable may be made only 'tVith written notice furnished to the purchasing agency or Institution.
14. Indemntflcation. In the event any article sold or dellvered under this PO Is covered by any patent,
copyright, trademark, or application therefor, vendor will Indemnify and hold harmless the State from any
and all loss, liability, cost, expenses and legal fees Incurred on account of any claims, legal actions or
judgments arising out of manufacture, sale or use of such article in violation, Infringement or the like of
rights under such patent, copyright, trademark or application. If this PO 18 for services, to the extent
authorized by law, vendor shall Indemnify, save, and hold harmleB8 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. NEI'THER VENDOR NOR AIofY AGENT
OR EMPLOYEE OF VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT DR 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 PAlO PURSUANT TO THIS PD. VENDOR ACKNOWLEDGES THAT

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

VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURHlCE BENEFITS
UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
NOT PAY FOR DR OTHERWISE PROVIDE SUCH COVERAGE. VENDOR SHALL HAVE NO
AU'THDRIZATIDN EXPRESS OR IMPLIED TO BIND THE STATE TO ANY AGREEMENT, LIABILITY, OR
UNDERSTANDING, EXCEPT AS EXPRESSLY SET FDR'TH HEREIN. VENDOR SHALL PROVIDE AND
KEEP IN FORCE, AND SHeAN PROOF OF UPON REQUEST, WORKERS COMPENSATION AND
UNEMPLOYMENT COMPENSATION INSURHlCE IN THE AMOUNTS REQUIRED BY L./oW, AND
SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS AND 'THOSE OF ITS EMPLOYEES. AND AGENTS.

16. Communication. All communications, Including reports, notices, and advk:e of any nature, concemlng
administration of this PO, prepared by vendor for the agency's use, must be fumlshed solely to the
purchasing agent within the agency purchasing office.
17. Compllance with Laws, Vendor agrees to comply with all applicable federal and State laws,
regulations and policies, as amended, Including those regarding unfair labor practices, antl-klck-back and
collusion.
18. Americans with Disabilities Act (ADA) Requiremem. If this soUcftatlon contemplates the provision
of services to the public, vendor shall,. In addition to any other requirements under Title 11 of the ADA,
comply with the TlUe 11 requirements of the ADA regarding the accessibility of State lervlces and
programs, as an explicit requirement. Vendor anures that, at all times during the performance of any
resulting PO, no qualified Individual with a disability shall, by reBBon of that dsablmv, be excluded from
participation in, or be denied benefits of, selVlees, programs, or activities performed by vendor for the
benefit of the State.

19. Inlurance. Vendor shall obtain, and maintain at all times during the term of this PO, Insurance as
apeclfled In the solicitation or order, and shall prov\de proof of such coverage.

20, Tennlnatlon For Default/Cause. a. Except ~s otherwise agreed, the UCC shall govern In the case of

~~ct;uJ;' 3J~:~: :~ ~"::u:~ v::~~~::oe: ~~Ia~: :~:~::~fi~~ l~n~l~f ~ct ~:v~s~~:a:rn~~:~i
~u~ ~~~~t ~~;~~r~l:::n:e~~~o:tg~1~~~~~~:e3~J: ~: tbO~P:Jcho~~~:,:~~ns Tc.e~~h Uf:r~fihe~
~~~~e~~TJa:da =:~r:h~KP~:elr:breer~:":;x~:~:O~:::"I~:~~~e rner~~~~~r;: ~f~:i~o~:eO~~:I~:
elsewhere. Payment for completed selVlces performed and accepted shall be at the PO price.
b. In the case of remedlea exercised under this paragraph for services, or analOgous remedies exercised
under the UCC for In goods, the purchasing ageney may withhold amounts due to vendor as the
~~~g~S~~~:~~~t ~~em:ci:ri~~s~~7a~0 ~~":>~~~e S~~I~~~~aslng agency for the excess costs Incurred In
c. In the case o? e1~r goods or services, vendor shall not be In default by reason of any failure In
performance of this PO In accordance with Its terms, If such failure arises out of acts of God; acts of the
~~~~;e:;:~r: ~~:~ti~~at~::I:;JJ~:~:e~~:~~~r~:~~,:::I~e;hf~r::~~;~~~~:xis~~~

severe weather,
d. If after rejection, revocation, 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 cfause,or that the delay WIS excusable, the rights and obligations of the parties shall be the same as If
the notice of termination had been Issued pursuant to the termination for convenience clause,

21. lennlnatlon For Convenlence. a. If not accepted by 'Mitten acknowledgment, this PO may be
canceled by written or oral notice to vendor prior to shipment of goods or beginning of performance of
services.
b. Unless otherwise agreed In \Wlting, In addition to the rlltlts and remedies governing goods In the UCC,

~oreU~rh:I~:rtaPo~~~~h~~~~n~: ~~~:s: eO~:~,PI::'=~. ~~~n~r~~~~lr:g~~~~~:Je;~s ~~
notice of the termination to vendor specifying ~e part of the PO terminated and vme" termination becomes
~::~::;yUl:~r:::~~ ~:~~e ~~:::;:~~~~~~~ V:~d~:~~~ I~~~:s ~:~~~:ga~OannSuj::f~~o ~~::~~~

State shall pay reasonable settlement expenses, the PO prlee or rate for 8UPP~es and services delivered
and accepted, the reasonable costs of performance on unaccepted supplies and selVlces, and a

~~~~~~:~~~:r: ~~ ~~~1uo~~rg1~t:~ :~krid~nd. a~~~ancC:se~:r ~i~tI~s~~ct"s~P~: ~t:t~U~t~lidp~~
reasonable settlement expenses, the PO price for goods delIvered and accepted, reasonable. costs
~~r.;.i~ :~::~r~:~e~~:~:70~fll~~I~~~I~~u,~sgO~C:gr:"~ :h~~~r~~~e~~~~0~:~fr:f:::tp3
price plus a reasonable cost for settlement expenses. Vendor a(J'ees to submit. termination proposal 8S
~t~~~~~~~~a:~e~e':t~~n~:;~:n~f~~p~~a~~~l:~Y. data, and a certification as required CRS

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 responsibility or liabiltty for products or
service. delivered or performed prior to proper execution hereof.

23. Fund Avallabllityj Federal Funds Contingency. Financial obligations of the Slate payable after the

~::,nt a~~~:lby:.a~f a~lscc:rgnp'e~~s:g ~n::::: ~ra:!~~:~~e~~fafr~d:,e~l~u~~e~d s~~~~t~~~~
u,o:~~:~~~o~ ~:o:~~~~gd:Yi::~~~ o~ ~~:r:1 I~s~~~~nt~~t~~:sr::i::~n~ ~~r~ ;::t:~p~::=
sufficient funds to make payment under this PO In accordance '^"th its terms.
24, Choice of Law. This PO Is made In, and the laws of the Stale of Colorado shall govern, In connection
with the formation, performance and the legal enforcement of, this PO, Unless otherwise specified In the
solicitation or this order, venue for any judclal action arisIng out of or In connection with this PO shall be In
Denver, Colorado. Vendor shall exhaust administrative remadlesln CRS24-109-106, 8S amended, prior to
commencIng any judicial action agalnstth eState.
25. Uniform Commerclal 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 StaMes, as amended.

26. Non-dllcrtmlnation. Vendor agrees to complyw ith the letter and spirit of all applicable State and
federal laws respecting discrimination and unfair employment practices.

27. (Not.ppllclJb/e to Infergovemm"'htl PO.] ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vandor certifies that Itahall comply
with the provIsIons of eRS 8-17.5-101 et seq. Vendor shall not knowingly engage an lIIegal alien to
Derform 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 alien to Derform work under this PO, Coni'actor
represents, warrants, and agrees that It (I) has verlfled that It does not engage any Inegal aliens, throultl
participation In the federal Basic Pilot Employment Verification Program and (II) otherwise will comply with
the requirements of CRS 8-17.5~102(2)(b). Vendor ahall comply with all reasonable requests made In the
course of an Investigation under CRS 8-17.5-102. Failure to comply \lAth 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,he reby swears or affirms under penalty of
perjury that he or she (I) Is a citizen or otherwise lawfully present In the United States pursuant to federal
law, (n) shall comply with the provisions of CRS 24~76.5-101 et seq" and (iii) shall produce one form of
Identification required by CRS 24.76.5.' 03 prior to the effective date of thl. PO.

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