Lamar_WCPlan_PO

• Water Efficiency Grant Type: Water Conservation Planning Grant
• Contract/PO #: OE PDA 08-20
• Applicant: City of Lamar
• Project Name: City of Lamar Water Conservation Plan
• Title: City of Lamar Water Conservation Plan
• Date: 8/8/2007
• County: Prowers
• Water Efficiency - Doc Type: Purchase Order

1. Offer/Acceptance. If thla purchase order ("PO") refers to your bid or proposal, then this PO ls an
ACCEPTANCE of your OFFER TO SEllin accordance with the terms and conditions of the IFSIRFP, a.
stated In your bid. If no bid or proposal Is referenced, this PO 18 an OFFER TO BUY, subject to your
acceptance, which must be demonstrated by either your performance of this PO or by a formal
ackn~edgment In IMiting. Any COUNTER-QFFER TO SELL Is automatically construed as a
CANCELLATION of this PO unleH a change order Is Iasued accepting a counter.offer. In the event vendor
form{s) or part{s) of forms are Included In, or 8S an attachment to, any bid, proposal, offer,
acknowledgment, or otherwise, vendor agrees that, In the event of Inconsistencies or contraclctions, the
terms and conditions of the. solicitation document and this PO ahall sUp8raede and control over those
contained In vendor's form(s) regardless of any statement to the contraryln such form(s). Unless the
purchasing agent speclftcally agre88 In writing through overt reference or other express written Indlcatlon of
assent, terml and conditions on.vendor forms regardng choice of law, venue, warranty disclaimer or
exclusion, Indemnification or limitation of liability shall be of no effect.
2. Safety Information. All chemicals, equipment and materials proposed andlor used In the performance
of lhls PO must conform to the standards required by the W1Ulam-Stelger Occupational Safety and Health
Act of 1970. Bidders must furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals,
eCfJlpment or hazardous materials at the time of delivery.

3. ChII1ges. Vendor agrees to furnIsh products and/or services In strict accordance with the specifications,
and at the price set forth for each "em. Nothing In this PO may be added to, modfled, superseded or
otheM'ise altered except In writing signed by an authorized representative of lhe agency purchasing office
and acknowledged by vendor. Each shipment received or service performed shall be only upon the terma
contained In this PO, notwithstanding any terms contained in any Invoice or other act of vendor other than
acknowledgment of a written change order to this PO.

4. Deltvery. Unless olheM'ise specified In the solicitation or In this PO, delivery shall be FOB
destination. In Its acceptance of any quotation offer, the agency is relying on the promised delivery date,
installation, or service performance 8S material and basic to Its acceptance. In the event of vendor's
failure to deliver or perform as and when promised, the agency reserves the right to cancel Its order, or
any part thereof, without prejudce to Its other rights, and vendor agrees that the agency may return all
or part of any shipment so made, snd may. charge vendor v.4th any loss or expense sustained as a
result of such failure to deliver or perform 8S promised. Time Is of the ellence.

5. Rights in. Data, Documents, Computer Software or Other Intellectual Property. Unless other-Nile
agreed In writing, any software, research, reports, studes, data, photographa, negatives or other
documents, drawnga or materiels delivered by vendor In the performance of its obligations under this PO
ahall 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 otheM'ise use the works.

6. QuaIKy. The Stete will be the eole judge In determining .eque"" with regerd to quality, price end
performance. All products delivered shall be newly manufactured and of the manufacturer's current model,
unless otherwlse specified.

7. Warrantle.. All provisions and remedes of the Uniform Commercial Code (MUCCi relating to both
Implied and expressed warranties are herewith referred to and made II part hereof and are in addition to
any warranties stipulated In the specifications.

~~:~~::c::'~e:cSh~~~cth'e FI~:~u~C:ta:eC;:lc~s rJ,:cet~d:~erPa~ ~~~tI:~ r:~T:~=~c:a~:

agency may exercise all of lt8r1ghts, fnCIUdlng those provided In the UCC. !fue a,gency reserves the right to
inspect services provided under this PO at all reasonable times and places. Services" 8S used In this
clause includes services performed or tangible material produced or delivered In the performance of
services. If any of the lervices do not conform with PO requirements, the agency may require vendor to
Frerfonn the services a~ln In conformity v.4th PO requirements, with no additional payment. When defects

:e~~ ~a~~eo~e~~~~ary ~~:::;'~~e~:~~:'t;at ~errf'u:: ~J:~~~~~m:;f~n:e ~'t:81e:~~~~~~~~

(II) equitably reduce the payment due vendor to reflect the reduced value of lhe aervlces performed. These
remedies In no way limit the remedies available to the agency In the termination provisions of this PO, or
remedies otheM'ise available at law or In equity.

9. Cuh Discount. The cash discount period will start from date of receipt of acceptable invoice, or from
date of receIpt of acceptable products/services at the specified destination by an authorized agency
representative, whichever Is later.

10. Taxes. The State agency, as purchaser, Is exempt from all federal excise taxes under Chapter 32 of
the Internal Revenue Code [No. 84--730123K) and from all State and local govemment use taxes (CRS 390-
26-14{a) and 203, as amended]. Tax exempt numbera for the specific agency may be found elsewhere in
this PO. Vendor Is hereby notified that when materials are purchll8ed for the benefit of the State, such
exemptions apply except that in certain political subdivisions (e.g.. City of Denver) vendor may be required
to pay sales or use taxes even though the uttlmate product or service Is provided to the State. These sal88
or use taxes will not be reimbursed by the State.

11. Prompt Payment. State law and regulations provide that vendorl will be paid wtthln 45 days after
receipt of products or services and a correct notice of amount due, unleas otherwise agreed to by contract
or special condtlons of the PO. A State lIabUlty not paid within 45 dayal. considered delinquent and,
unlen otherwise agreed to, Interest on the unpaid balance shall be paid beginning with the 46th day at the
rate of 1% per month until paid in full. A nabllity ahall not arise If a good faith dispute exlstt as to the
agency's obligation to pay all or a portion of the liability. Vendors shllillnvoi(le the agency 8eparately for
Intereston delinquent amounts due. The b1mng shall reference the delinquent payment, the number of days
Interestlo be paid and the applicable Interest rate. (CRS 2....3()..202{24),as amended.]
12. Vendor Offset. purauant to CRS 24.30-202.4, as amended, the State Controller may withhold payment
for debts owed to State agencies under the vendor offset intercept syetem for: (a) unpaid child support debt
or child support arrearages; (b) unpaid balances of tax, accrued Interest, or other charge. specified In
ArtIcle 21, Title 39, CRS; (c) unpaid loans due to the Student Loan OMslon 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. A.slgnment and Successorsi Antitrust Clai'ns. Vendor shall not aslign rlghtt OJ delegate duties
under this PO, or sulx;ontract any part of the performance required under this PO. Vlithout the express,
writlen consent of the State, Yttlich shall not be unreasonably YMhheld. This PO shall Inure to the benefit of
and be binding upon the parties hereto and their respective successors and 8881gns, Aselgnment of
accounts receivable may be made only with Ytfltten notice furnished to the purchallng agency or institution.
14. Indemnification. In the event any article sold or delivered under thl8 PO is covered by any patent,
copyright, trademark, or application therefor, vendor will indemnify and hold harmless the State from any
and all loss, lIabUlIy, 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 II for services, to the extent
authorized by law, vendor shall Indemnify, save, and hold harmless the State, Ita employees and agenm,
against any and all clalma, damages. liability and court awards Incluclng costs, expenses, and attorney
feea and related expenses, Incurred as a result of any act or oml88lon by vendor, or Ita employees, agents,
subcontractors or assignees, arising out of or In connection YAth perfOfmance of services ordered by this
PO.

15. INDEPENDENT CONTRACTOR. VENDOR SHAlL PERFORM ITS DUTIES HEREUNDER AS AN
INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEllHER VENDOR NOR Am AGENT
OR EMPLOYEE OF 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 Am MONIES PAID PURSUANT TO THIS PO. VENDOR ACKNOWLEDGES THAT

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

VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSU~CE BEIoEFITS
UNLESS VENDOR OR 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 AGREEMENT, LIABILITY, OR
UNDERSTANDING, EXCEPT AS EXPRESSLY SET FORTH HEREIN. VENDOR SHALL PROVIDE AND
KEEP IN FORCE, AND SHCW PROOF OF UPON REQUEST, WORKERS COMPENSA110N AND
UNEIIPLOYMENT COMPENSATION INSU~CE IN THE AMOUNTS REQUIRED BY LAlIV, AND
SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPLOYEES, AND AGENTS.

16. Communication. All communications, includng reports, notices, and advice of any nature, concerning
administration of this PO, prepared by vendor for the agency's use, must be furnished solely to the
purchasing agent within the agency purchasing omce.
17. Compliance with Laws. Vendor agrees to comply with all applicable federal and State lawa,
regulations and policies, as amended, Includng those rega{ding unfair labor practices, antl.k1ck.back and
collusIon. . '

t 8. Americans with Dlsabllltle. Act (ADA) Requirements. If this sollc"atlon contemplates the provision
of services to the public, vendor shall, in addltlon to any other requirements under TItle 11 of the ADA,
comply with the Title 11 requirements of the ADA regarding the acce88lblllty of State services and
programs, as an explctt requirement. Vendor assures that, at all times during the performance of any
resulting PO, no qualified Indvldual with a clsabillly 8hall, by reason of that dS8blllty, be excluded from
participation in, or be denied beneflm of, services, programs, or activities performed by vendor for the
benefit of the State.

19. Insurance. Vendor shall obtain, and maintain at all times during the term of this PO, lnaurance as
specified In the solicitation or order. and shall provide proof of such coverage.
20. Tenninatlon For Default/C..... a. Except as otherwise a(J'eed, the U9C shall govern In the case of
goods. In the case of 8ervlces, if vendor refuses or falla to timely perform an~ of the provisions of this PO,
:~ sn~~~ d~~~3;re i~s:~n~":~r:: ~~~::~~e~i~ W~0~m~~3~:~~~~ ~th:~~eurtl~:S~~~~IC~~
su~ agent may terminate vendor's ~ght to eoceed with the ~O or such part thereof as to which there has
~:f~:~rJa:da :~~r::lrr:rlravbree~:mexc:~~:lll~~~~~~e rne;~:J;: :f~~i~o~d:eO~~:~i~:
elsewhere. Payment for completed services performed and accepted shall be at the PO price.
b~ In the case of remedies exercised under this paragraph for services, or analogous remedies exercl8ed
under the UCC for in goods, the purchasing agency may Vlithhold amounts due to vendor a8 the
purchasing a~ent deems nece"8~ to reimburse the purchasing agency for the excess costs Incurred In
~~r:~gih~o~:s:U~? ~r~~~~~si~ :~~g:, a::n:~~h:il 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:~r: ~fa~~tI~~:'::I:Jn~~~:e~~~~~ag;,~~~~:::~~e~hf~::~~:~~~~~JS~:1~

severe weather.
d.lf after rejection. revocation, or other termination of vendor's right to proceed under the provisions of the
UCC or this dause, " is determiled for any reason that vendor was not In default under the provisions of
this clause,or that the delay was excusable, the rights and obligations of the parties shall be the same 8S If
the notice of termination had been inued pursuant to the termination for convenience clause.

21. Tennlnatlon For Conven.....ce. a. If not accepted by Ytfltten acknowledgment, this PO may be
canceled by \WItten or oral notice to vendor prior to shipment of goods or beginning of performance of
servlcee.
b. Unless otheM'ise agreed In writing, In addition to the ri~ts and remedies governing goods In the UCC,

~oreur:rnal;:rtaPo~n~::':~h~n~n~: ~ft::s~ eo~:~n~~~~. ~n~:a';i~uir:g~~~~~~:eg~~s ~e~

notice of the termination to vendor specifying ~e part of the PO terminated and ~entermlnatlon becomes
effective. Upon receipt of notice of termination, vendor shall Incur no further obilp.atlons except to the extent
necessary to mitigate QOsts of performance, In the case of services or special;!! manufactured goodi, the

::e a~~~~fe~ r:~sor~:I:n:b:e~~ ~fe~:~:r~:n~~ :1~nO:c~~t:t~dr ~~I\:: a:~ s:~~C:s~e~~'Je~
~~:~~:~~~:~t 6~s th2~.1~~~g~~:~ :Znd~d. a~o~~n:sewl:; :~~8~::Js~P:: ~::u~t~11dp~~
reasonable settlement expenses, the PO price for goods delivered an~ accepted, reasonable cosm
~~k~T~: :~:~~:f~~0~e~~1~:70~fli~~I~~~I~e~r~1sg~gr:"~ :h~~:r~~I:e~o~:o~:~~f:f:::t~~
price plus a reasonable cost for settlement expenses. \rendor agrees to submit a termination proposal as
;t~;.~o~:a:~e~1.'d~~~n ~:;~~n~f~~p~~::;~l:;:'~. data, and a certification as required CRS

22. purchase Order Approval. This PO shall not be valid unle" it Is executed by the purchasing agent for
the purchasing State agency or Institution. The State shall have no responslbl1lty or liability for products or
services delivered or performed prior to proper execution hereof.

23. Fund Availability; Federal Fundi Contingency. Financial obligations of the State payable after the

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u,o:~~~~~:oo'f ~:o~~~~~~gc:u::~:~~ 0: ~~~f:II~:m~::nt~u~~:sr~;::~n~ ~~rl? ;::~:p~:~:
sumclent funds to make payment under thll PO In accordance wfth Its terms.
24. Choice of Law. This PO Is made In, and the laws of the State of Colorado shall govern, In connection
Vlith the formation, performance and the legal enforcement of, this PO. Unless otherwise specified In the
solicitation or this order, venue for any Judicial action arising out of or In coooectlon with this PO shall be In
Denver, Colorado. Vendor ,hall exhaust administrative remedes in CRS 2....1 09--1 06, as amended, prior to
commencing any Judicial action agalnstth eState.

25. Unlfonn Commerolal Code. All references In this PO to the UCC shan mean the UCC as adopted by
the State of Colorado at Title 4, Colorado Revised StaMes,. as amended.
26. Non...tllcrimlnatlon. Vendor agrees to complyw ith the letter and spirit of all appllceble State and
federal laws respecting discrimination and unfair employment practices.

27. [Nolappllcabla 10 Inlergovammenllll POa) ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. e. Vendor certlftes thet It shill comply
with the provisions of CRS &-17.5-101 et seq. Vendor 8hall not knOYlingly engage an Illegal alien to
Derform \YOrk under this PO or enter Into a contract or PO with a subcontractor that falla to certify to vendor
that the 8ubcontractor shaH not knowln~y engage an i.egal ailen to Derform work under this PO. Conlractor
represents, warrants, and a",ees that It (I) has verified that it does not engage any illegal aliens, throu~
pertlclpeUon In the federal BIslc Pilot E"""loyment VerlftceUon Progrem end (II) othlllwile will comply with
the requirements ofCRS 8.17.&.102{2Xb). Vendor shaH comply with all reasonable requests made in the
courae of an investigation under CRS 8.17.5~102. Failure to comply with any requirement of this provision
or CRS 8.17.5--101 et ,eq., shall be cause for termination for breach and vendor shall be liable for actual
and consequential damages.
b. Vendor,lf a natural person eighteen (1S) yeare of age or older,he reby swears or affirms under penatty of
perjury that he or she (I) ts a citizen or otherwise lawfully present in the United States pursuant to federal
Ilw, (11) shall comply with the P<ovlslons of CRS 24-76.5-101 et seq.. end (iii) ehell prowce one form of
IdenUftclUon required by CRS 24-76.5-103 prior to the effective dlte of this PO.

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