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<br />1. Offer/Acceptance. If this purchase order (~PO") refera to your bid or proposal, then this PO Is an
<br />ACCEPTANCE of your OFFER TO SELL In accOl'dance v.4th the terms and conditions of the IFBIRFP, as
<br />stated In your bid. If no bid or proposal Ie referenced, this PO Is an OFFER TO BUY, subject to your
<br />acceptlmce, which must be demonstrated by either your performance of this PO or by a formal
<br />acknowled","ent In writing. Any COUNTER-OFFER TO SELL Is automatically construed a8 a
<br />CANCELLATION of thle PO unless a change order Is Issued accepting a counter-offer. In the event vendor
<br />formes) or part(s) of forma are lncluded In, or as an attachment to, any bid, proposal, offer,
<br />acknowtedgment, 01' otherwise, vendor a~ees that, In the event of Incoll8lstencJ88 or contraclctions, the
<br />terlT1l and conditions of the solicitation document and this PO shall supef1ede and control over those
<br />contained In vendor'a formes) regardless of any atatement to the contraryln auch form(8). Unless the
<br />purchasing agent specifically agrees In writing through overt reference or other expre88 written Indication of
<br />assent, terms and conditions on vendor form8 regardng choice of law, venue, warranty disclaimer or
<br />exclusion, Indemnification or limitation of lIablllty shall be of no effect.
<br />2. Sllfety Information, All chemicals, equipment and materials propo8ed andlor used In the performance
<br />of this PO mU8t conform to the standards required by the William-Steiger Occupational Safety and Health
<br />Act of 1970. Blddef1 must furnish all Material Safety Data Sheets (MSDS) for any regulated chemicals,
<br />equipment or hazardous materlale .at the time of delivery.
<br />3. Change.. Vendor agrees to furnish products and/or services In strict accordance with the specifications,
<br />and at the price set forth for each Item. Nothing In this PO may be added to, modfied, superseded or
<br />otherwise altered except in writing signed by an authorized representative of the agency purc::haslng office
<br />and acknowfedged by vendor. Eac::h shipment received or service performed shall be only upon the terlT1l
<br />contained In this PO, notwithstanding any terms contained In any Invoice or other act of vendor other than
<br />acknowfedgment of 8 written change order to this PO.
<br />4. Delivery. Unless otheM'lse 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 built to Its acceptanlte. In the event of vendor's
<br />failure to deliver or perform 88 and when promised, the agency reserves the right to cancellt1s order, or
<br />any part thereof, without pre)Jdice to Ita other rlQht9, and vendor agrees that the agency may return all
<br />or part of any shipment so made, and may charge vendor with any loss or expense sustained as a
<br />result of such failure to deliver or perform as promised. Time 18 of the essence.
<br />5. Rights In Data. Documents. Computer Software or other Intellectual Property. Unless othel'YJlee
<br />agreed In writing, any software, research, reports, studes, data, photographs, negatives or other
<br />documents, draYdngs or materlala delivered by vendor In the performance of Its obligations under this PO
<br />shall be the exclusive property 01 the State. The ownel'1hlp rights described herein shall Include, but not be
<br />limited to, the right to copy,pu blleh, display, transfer, prepare derivative works, or otheMse use the works.
<br />6. Quality. The State will be the sole judge In determining ~equala~ v.4th regard to quality, price Ind
<br />performance. All products delivered shall be newly manufactured and of the manufacturer's current model,
<br />unless otherwise specified.
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<br />7. Warranties. All provl8l0ns and remedea of the Uniform Commercial Cods rUCC") 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.
<br />8. Inspection and Acceptance. Final acceptance 18 deflendent upon completion of all applicable
<br />=::I~J~::r::Sall ~~~~g~:, ~~~':si~ ~o::~~~:r~ Ilnt~~~~d~n-fu~":p:~o~~~::7:,~n::;"~~
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<br />Inspect selVlce& provided under this PO at all reasonable times and placea. Pse~ces" 8S used In this
<br />clause includes services performed or tangible material produced. or delivered In the. performance of
<br />
<br />s:~:,s~~ ~~~~~ 8:1~II~e~0~fO~~1~0~~r~O~~q~~~ee~~~:~~ U:ddftP:nn~yp~::~t~~e~e~~f;:
<br />rn the quaBty or quanWty of service cannot be corrected by re-performance, the a'J:ncy may (I) require
<br />OQn::~lt~b~~:~:e::~a~:~t ~:~~~do~t~t r:;e~~: fed~~~~~~~~ec:f::::~ce~ r:;ro;~~d.~::
<br />remecles In no way limit the remedies available to the agency In the termination provi.l:.ns of this PO, or
<br />remedies otherwise available at law or In equity.
<br />9. Cash DII..ount. The cash discount period will start from date of receipt of acceptable lnvolce, or from
<br />date of receipt of acceptable productslservlces at the specified destination by In authorlzEtd agency
<br />representative, whichever Is later.
<br />10. Taxe.. The State agency, as purchaser, is exempt from all federal excise taxes under Chapter 32 of
<br />the Intemal Revenue Code [No. 84-730123K] and from all State and local government U8e taxes [CRS 39-
<br />26-14(a) and 203, as amended], Tax exempt numbers for the 8peclflc agency may be found elseYttlere In
<br />thl8 PO. Vendor Is hereby notified that when materials are purchased for the benefit of the State, auc::h
<br />exemptions apply except that In certain pollticalsubdvlslons (e.g., City of Denver) vendor may be required
<br />to pay sales or use taxe8 even though the ultimate product or service ks provided to the State. These 8ales
<br />or use taxes wi" not be reimbursed by the state.
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<br />11. Prompt Payment. State law and regulations provide that vendors v.411 be paid within 45 days aft.
<br />receipt of products or services 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 dayals considered delinquent and,
<br />unless otheM'lse al1eed to, Interest on the unpaid balance shall be paid beginning v.4th the 46th day at the
<br />rate of 1 % per month until paid In full. A liability ahall not arise if a good faith d1spute exists as to the
<br />agency's obligation to pay all or a portion of the liability. Vendors shall Invoice the agency 8eparately for
<br />Intereston delinquent amounts due. The billing 8hall reference the delinquent payment, the numbel' of days
<br />Interestto be paid and the applicable Interest rate. (CRS 24-30-202(24),as amended.]
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<br />12. Vendor Offset. Puf1uant to eRS 24-30-202.4, as amended, the State Controller may withhold payment
<br />for debts owed to State agencies under the vendor offset Intercept system for: (a) unpaid child aupport debt
<br />or child aupport arrearages; (b) unpaid balances of tax, accrued Interest, or other c::harges specified In
<br />ArtIcle 21, TIde 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 compenaadon fund; and (e) other unpaid
<br />debts, found to be owing to the State or Its agencies by final agency determination or reduced to judgment,
<br />a8 certified by the State Controller.
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<br />13. Assignment and Succes.orsj Antitrust Claims. Vendor shall not assign rights or detegate duties
<br />under this. PO, or aubcontract any part of the performance required under this PO. without the expreaa,
<br />written consent of the State, which shall not be unreasonably withheld. This PO shall Inure to the benefit of
<br />and be binding upon the parties hereto and their res.pectlve succes80rS and aaligna. A88lgnment of
<br />accounts receivable may be made only with written notice furnished to the purchasing agency or lnatltutlon.
<br />14. Indemnlfleatlon. In the event any article sold or delivered under thla PO Is covered by any patent,
<br />copyright, trademark, or application therefor, vendor will Indemnify and hold harmless the State from any
<br />and all 1088, liability, cost, expenses and legal fees Incurred on account of any claims, legal action. or
<br />judgments arising out of manufacture, sale or use of such article In vlolatloo, Infringement or the like of
<br />rights under such patent, copyright, trademark or apP'lcatlon. If thl8 PO Is for services, to the extent
<br />authorized by law, vsndor shall indemnify, save, and hold harmle88 the State, Ita employees and agents,
<br />against any and all claims, damages, liability and court awards Incfuclng ClOSts, expenses, and attorney
<br />fees and related expenses, Incooed as a result of any act or omlaslon by vendor, or Its employees, agents,
<br />subcontractol'l 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 Atf'f 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 INSURI'/IICE BEi'EFITS
<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 />AUlHORIZATION 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, ANO SHON PROOF OF UPON REQUEST, WORKERS' COMPENSATION AND
<br />UNEtlPLOYMENT COMPENSATION INSURI'/IICE IN THE AMOUNTS REQUIRED BY l/>W, AND
<br />SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPLOYEES, AND AGENTS.
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<br />16. Communication. All comlnJnicatlons, Inclueing reports, notices, and advice of any nature, concerning
<br />administration of this PO, prepared by vendor for the agency's use, must ~e fumlshed solely to the
<br />purc::haslng agent v.4thln the agency purchasing office.
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<br />17. Compliance with Laws, Vendor agrees to comply with all applicable federal and State laws,
<br />regulations and policies, as amended, Including those regarding unfair labor practices, antl~klck-back and
<br />collusion.
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<br />18. Americans with Dlsabllitiel Act (ADA) Requirements. If this 8ollcltatlon Itontemplates 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 />pr0l1am8, 8S 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 re880n 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. Inluran.... 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. Termination For DefauttlCause. a. Except ~s othel'YJlee 8g-eed, the UCC shall govern In the case of
<br />goods. In the ca8e of services, If vendor refuses or falls to timely perform an~ of the provisions ofthls PO,
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<br />~~ ~~~d~~~~;"I~s;::n~":~r~o~ ~o,,~~~~~~e~~l~ ~~~m~o~::yfl:~~~~~ ~th~eureu~~:s~np~:IC~~
<br />sud', agent may terminate vendor's ;roht to ~oceed with the ~O or 8uch part thereof as to which there has
<br />~:~~:~rXa~da ~~~r:~:Kpr::~rlbreer~:mexc::O~::IlI~~~~ude rner~~~:J~: ~~~~r~o~:eo~x::I~:
<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 servlce8, or analogous remedies exercised
<br />under the UCC for In goods, the purchasing agency may withhold amounts due to vendor as the
<br />~~~~g~~~:2ti~~ ct;em:~~~e8s'~1a~0 ~~b~~e 8~~I~~~~aalng agency for the excess costs Incurred In
<br />c. In the case of ~r gO~8 or services, vendor shall not be In default by reason of any failure In
<br />performance of this PO In accordance v.4th 1t1s term8, If such failure arises out of acts of God; acta of the
<br />~~~~~; e:;~~;: ~fa:~tI~~at~::I:J,:~:~~:e~ta~~~~r~::~,::;I~e;h~,::~:,:;a~~~J8~:r~
<br />severe weather.
<br />d. If after rejection, revocation, or other termination of vendor's right to proceed under the provisions of the
<br />UCC or this c1au8e, It Is determined for any rea80n that vendor was not In default under the provisions of
<br />this clause,or that the delay WlS excusable, the rights and obligations of the parties shall be the aame as If
<br />the notice of termination had been Inued pUf1uant to the termination for convenlence clause.
<br />21. rennlnatlon For Convenience. a. If not accepted by v.fltten acknCMiedgment, this PO may be
<br />canceled by wrlUen or oral notice to vendor prior to ehlpment of goods or beginning of performance of
<br />services.
<br />b. Unles8 otherwise agreed In writing, In addition to the rI,*,t& and remedies governing goods In the UCC,
<br />the CUrchaalng .Pc8nt may, y,flen the Interests of the purchasing ~ncy 80 require, terminate this PO In
<br />=c: ~~e~:~m~a~o~ ~:~~'n"J:~~eO~~~g.~:n~o~J;~cr~erml~.r:~~~~I~::e~~~:~og~v:e~~:~
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<br />effective. Upon receipt of notice of termination, vendor shall Incur no further obll~.atlons except to the extent
<br />nece.aary to mitigate costs of performance. In the CBse of services or 8peclal;fi manufactured goods. the
<br />
<br />::e a~~~~fer:l r:~or~:~~n:~=e~:~ e~fe~::r:a~~eO ~I~n~c:~: :~=I::: ~~ 8:Z~:s~~~e:
<br />~:~~:~~~:r~t C~S th211UO~~~g~~:~ :~~d~nd. a~cou,~ancC:sev.4:; ::tI~s~~;a~P~: ~~t~U~~Wdp~~
<br />reasonable settlement expenaes, the PO price for goods delivered an~ accepted, reasonable costs
<br />~~~\~~n !~:~~:r~~0~e~~l~:70~~I:~I~~~I~;~1sgO:::gr:"~ :h~~~:r~~~e~do~:o:':~~fr:f~~~~
<br />price plus a reasonable cost for settlement expen8e8, v:,ndor agrees to lubmlt a term'natlon,propoaal as
<br />
<br />:\8:~~o~~:a:~e~'f:d~::n ~~:~:n:~:p~~a~7~l:~~. data, and a certification al required CRS
<br />
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<br />22. Purchase Order Approval. This PO Ihall not be valid unle8s tt Is exea.rted 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 />
<br />23. Fund Avallabllltyj Federal Funds Contingency. Financial obligations of the State payable after the
<br />
<br />~::.nt a~~~:lby:.a~f a~lacop'gnr.e~~s:; I~~::: ~ral,r~~;~~e~~fafr~:~~I~$~e~d s~~~tht~"':~:
<br />::~~~~:o~f ~:o:~~~~gd:Yi::~~~ o~ =~~r:II~~:~~C:nt~~~:sr~;;::~;': ~~rl? ~::t::,~:::
<br />sufficient funds to make payment under this PO In accordance with Ita terms.
<br />24. Choice of Law. This PO Is made In, and the laws of the State of Colorado shall govern,ln connection
<br />v.4th the formation, performance and the legal enforcement of, this PO. Unle88 otherwise apeclfied In the
<br />80llcltatlon 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 exhaust administrative remedies In CRS24-109-106, aa amended, prior to
<br />commencing any Judicial action agalnstth 'e State.
<br />25. Unlfonn 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 Revlaed Statutes, as amended.
<br />26. Non-dlscrlmlnatlon. Vendor agrees to complyw Ith the letter and spirit of all applicable State and
<br />federal laws respecting dlacrlmlnatlon and unfair employmetrt practices.
<br />
<br />27. [No'.ppllc.bI. to 'ntorgovommen"" PO.] ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
<br />SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vendor certifies that It shan comply
<br />with the provlllons ofCRS 8-17.5-101 et seq. Vendor shall not knowingly engage an Illegal alien to
<br />oerfonn work under this PO or enter Into a contract or PO v.4th a subcontractor that falls to certify to vendor
<br />that the subcontractor shall not knowingly engage an illegal alien 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 Pilot Employment Verification Prol1am and (II) otherwise will comply with
<br />the requirements of CRS 8-17.5-102(2)(b). Vendor shall comply v.4th all reasonable requests made In the
<br />COUf1e of an Investigation under CRS 8-t7 .5-102. Failure to comply with any requirement of thle provision
<br />or CRS 8-17.5-101 et aeq., shall be cause fOl' termination for breach and vendor shall be liable for actual
<br />and consequential damages.
<br />b. Vendor,if 8 natural person eighteen (18) yeal'l of age or oIder,he reby swears or affirms under penalty of
<br />perjury that he or she (I) Is a cltizen or otherwise lawfully present In the United States plIl'1uant to federal
<br />law, (II) shatl comply v.4th the provisions of CRS 24-76.5-101 et aeq., and (III) shall produce one form of
<br />Identification required by CRS 24-76.5-103 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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