FLOOD10499

• County: Fremont
• Community: Canon City
• Stream Name: Fourmile Creek
• Basin: Arkansas
• Title: Canon City / Fourmile Creek Documents
• Floodplain - Doc Type: Correspondence

PURCHASE ORDER TERMS ANI) CONDITIONS

1. : Offer/Acceptance. If this purchase order refers to your bid or proposal, then this purchase order is an
ACCEPTANCE of your OFFER TO SELl in accordance ,.;th the terms and condilions of the IFBlRFP. as stated in
jIOtJr bid. If no bid or proposal is referenced, the purchase order is an OFFER TO BUY, subject to your acceptance,
which must be demonstrated by either your performance of the purchase order or by a fi:lrmaJ ad<nowledgment in
writing. IVTf COUNTER-<JFFER TO SELl is automatically construed as a CANCELlATION of this purchase order
unless a change order Is issued accepting a counter-oller. In the event vendor fi:lrm(s) or part(s) ct forms are induded
in, 'or as an allachment 10, any bid, proposal, oller, ad<nowledgmen~ or otherwise, vendor agrees tha~ in the lMlnt of
inconsistencies or contradictiOns, the terms and c:ooditions of the solicitation document and this purchase order shail
supersede and c:ootrol over those c:ootained in the vendor's formes) regardless of any statement to the contrary in a
vendor !brm(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 regarding choice of law, venue, warranty
disclaimer or exclusion, indemnllication or limitation of liability shall be of no effect.

2. Safety Infonnation. All chemicals, equipment and materials proposed and/or used in the per1brmance of this
purchase order must con!brm to the standarns required by the Wiliiam-Steiger Occupationai Safely and Health Act of
1 970. Bidders must fumish ali Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or
hazardous materiais at the time of delivery.

3, Changes. The vender agrees to furnish the products and/or seNices in strid accordance,.;th the specifications,
and at the price set forth fi:lr each item. Nothing in the purchase order may be added 10, modified, superseded or
otherwise altered excepl in writing signed by an authorized representative of the state agency purchasing ofIIce and
acknowledged by the vendor. Each shipment receilled or seNice performed shall be only upon the terms c:ootained in
the purchase order, notwithstanding any terms that may be contained in any imIoice or other act ct vendor other than
ad<nowledgment of a wrillen change order to the purchase order.

4. Delivery, Unless otherwise specified, in the solicitation or in this order, delivery shall be F.O.B. destination. In its
.acceptance of any quotation offer, the state agency is relying on the promised delivery date. installation, or service
performance as material and basic to its acceptance. In the event of vendor's failure to deliver or perform as and
when promised, the state agency reserves the right to cancel its order, or any part thereof, ,.;thoul prejudice to its
other rights, and vendor agees that the slate agency may return all or part of any shipment so made, and may
charge vendor,.;th any loss or expense sustained as a result of such failure to deliver or perform as promised. lime
is of the essence.

5. Rights In Data, Documents, and Computer Software or Other Intellectual Property (State Ownership).
Unless otherwise agreed in writing, any software, research, reports, studies, data, photographs, negatives or other
documents, drawings or materials delivered by vendor in the pertlrmance of its obligaijons under this purchase order
shall be the exclusive property of the State. The ownership rights desaibed herein shall indude, but nol be limited 10,
the righl to CO[1f, publish, display, transfer, prepare derivative wor1<s, or otherwise use the ""rks.

6. Quality. The State will be the sole judge in determining 'equals",.;th regard to quality, price and performance. All
products delivered shaU be newly manufactured and of the manufacturer's CUlT8I1t model, unless otherwise specified.

7. Warranties. All proIisions and remedies ct the Uniform Conrnercial Code relating to both i"lliied and expressed
warranties are herev,;th referred to and made a part of these Terms and Condiijons and are in addition to any
warranlies stipulated in the specificaijons.

8. Inspe<;tion and Acceptance. Final acceptance is dependent upon ccrnpletion of all applicable inspection
procedures. Should the products or services fail to meet any inspection requirements the Slate may _e ail of its
rigtts, induding those proIIided In lI1Il Uniform Commercial Code. In the case of seNices. the Stale reserves the right
to inspect services provided under this conlracl at aU reasonable times and places. "Services' as used in this dause
includes services perl:lrmed or tangible material produced or delivered in the perI:lrmance d services. ff any of the
services do not confi:lrm ,.;th purchase order requirements, the Stale may require the vendor to perform the seNices
again in confcrmity ,.;th purchase order requirements, ,.;th no additional payment. When defects In the quality or
quantity of service caMot be corrected by re-pelformance, the State may (1) require the vender to take necessary
action to ensure that the future perl:lrmance conforms to purchase order requirements and (2) equitably reduce the
payrn<W due the vendor to refleclthe reduced value of the services performed. These remedies in no way limit the
remedies available to the Stale in the tenninalion provisions of this purchase order, or remedies otherwise available
at law.

g. Cash Dlscounl The cash discount period ,.;iI start from date of receipt of acceptable irMJice, 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 exe"l't from ail federal excise _ under Chapter 32 of the Internal
Revenue Code [No. 84-730123KJ and from ail state and local government use _ [C.R.s. 39- 26-114(a) and 203,
as amended]. Tax ~ numbers fer the specific state agency may be lbund eIsewf1ere in this document Vendor is
hereby notllied thai when materials are purchased fi:lr the benefit of the State, such exemptions apply except that in
certain political subdivisions (fer example - City d Denver) the vendor may be required to p;rf sales or use _......n
though the ultimate product or seNice is proIIided to the State. These sales or use _";11 not be reimllursed by the
Stale.

11, prompt Payment State law and regulations provide that vendors ,.;11 be paid within fcr1y-five days after receipt
of prc>ducts or services and a correct notice of amount due, unless otherwise agreed to by c:ootrad or special
conditions of the purchase order. A State liability not paid within Ibrty-five days is considered delinquent and, unless
oth&rWl5e a!18ed to, interest on the oopaid balance shall be paid begiMing ,.;th the torty.sIxth day at the rate of one
pen:ent per month on the unpaid balance until paid in full. A liability shall not arise ff a good faiIh dispute exists as to
the agency's obligation 10 p;rf aU or a portion of the rlability. Vendors shail invoice the State separately fer interest on
delinquent amounts due. The bilUng shall reference the delinquent payment, the number of days interest to be paid
and the applicable interest rate. [Ref. See 24-30-202(24), C.R.s., as amended.]

12. Vendor Offset Pursuant to CRS 24-30-202.4, as amended, the State Controller may \Whhold payment fer
debts l7oIoed to state agencies under the _ offset intercepl system for. (a) unpaid child support debt er child
support arrearages; (b) unpaid balance of tax, accrued interest, or other charges specified in Artide 21, lille 39,
CRS; (c) unpaid loans due to the Student Loan DMsIon of the Department of Higher Education; (d) l7oIoed amounts
required to be paid to the unemployment compensation fund; and (e) other unpaid debts ONing to the state or any
agency thereof, the amount of which is lbund to be ONing as a result of final agency determination or reduced to
judgment as certified by the Stale Controller.

13, AssIgnment and SucceS&OlS; Anlilnlst ClaIms. The vendor shall not assign rights or delegate duties under
thIS purchase order, or subcontrad any part of the peri:lrmance required under the purchase order, without the
lIXIlfeSS' wnllen c:oosent of the Stale, which shal not be unreasonably ,.;thheld. This purchase order shail inJre to
the benefit of and be binding upon the parties hereto and their respective successors and assigns. Assignment of
accounts receMlble may be made only with written notice fumished to the purchasing agency or institution,

14; Indeomiflcalion, In the. event any artide sold or delivered ooder this purchase order is covered by any paten~
copyngh~ trademar1<. or application lherefi:lr, the vendor,.;1I i_ty and hold harmless the Stale of Colonldo from
any. and all less, liability, cos~ expenses and legal fees inamed on account d any claims. legal actions, or jUdgments
arisi"9 out of manufacture, sale or use of such articie in violation, infringement or the like of rights under such paten~
CO[1fT1gh~ trademark or application. ~ this purchase order is fer services, to the extent authorized by law, the vendor
shall.'ndermify, save, and. hold harmless the State, its emplt7je8S and agents, against any and all claims, damages,
liability and court awards induding costs, expenses, and attorney fees incurred as a result of any act or omission by
the veooor. or its elT'lp4oyees, agents. subconlradOlS or assignees arising out cA or in oonnection with performance of
services ordered by this pun:hase order.

15. INDEPENDENT CONTRACTOR THE VENDOR SHALl PERFORM ITS DUTIES HEREUNDER AS AN
INDEPENDENT CONTRACTOR AND NOT I>S AN EMPLOYEE. NEITHER THE VENDOR NOR ANY AGENT OR
EMPLOYEE OF THE VENDOR SHALl BE OR SHALl BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE

395.30.55-0159 / 395.30.55.0233 (R 6/99)

STATE. VENDOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX
WITHHOL[)ING INCLUDING ALL FEDERAL AND STATE INCOME TAX AND LOCAL HEAD TAX ON ANY
MONIES PJYD PURSUANT TO THIS CONTRACT. VENDOR ACKNOWLEDGES THAT THE VENDOR AND ITS
EMPLOYEE:S ARE NOT ENTllLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE VENDOR OR
A THIRD PJ\RTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE
PROViDE SUCH COVERAGE. VENDOR SHALl HAVE NO AUTHORlZATICiN EXPRESS OR IMPLIED TO BIND
THE STATE TO AfoN AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH
HEREIN. VE:NooR SHALL PROVIDE AND KEEP IN FORCE, WORKERS' COMPENSATION (AND SHOW PROOF
OF SUCH INSURANCE UPON REQUEST) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE
AMOUNTS REQUIRED BY LAW. AND SHALl BE SOLELY RESPONSIBLE FOR THE ACTS OF VENDOR, ITS
EMPLOYEE:S, AND AGENTS.

16. Communication. All communications, including reports. notices. and advice of any nature, concerning
adminlstralicll1 of this purchase order, f>"epared by vendor fer th,. state agency's use, ""sl be furnished solely to the
Purchasing ,Agent ,.;thin the agency purchasing offICe.
17. Compliance with Laws. Vender agrees to compIy,.;th ..II applicable federal and state laws, regulations and
policies, as "mended, including those regarding disaimination, unfair labor practices, anti-kick-back and collusion.
18. Americans with Disabilities Act (ADA) Requirements. ff this solicitation contemplates the provision of state
services to 111& pulliic, the vendor shall, in addition to any other requirements under lide 11 of the Americans ,.;th
Disabilities Act, comply with the Title 11 requirements of the Americans with Disabilities Act regarding the
accessibiiity of the State's seNices and progams, as an explicit requirement. The vendor assures tha~ at ail times
during the performance of any resulting c:ootrad, no quaiified individual ,.;tt, a disability shall, by reason of thai
disability, be excluded from participation in, or be denied benefits ct, seNices, programs, or activities performed by
the vendor." the benefit of the State.
19. Insura"",e. The vendor shall obtain, and maintain at ail tilT",s during the term of this purchase order, insurance
as specified in the solicitation or order, llnd shall provide proof of such coverage.
20. Tenni"'dion For DefauIUCause.
a. Except as otherwise agreed, the Uniform Commercial O:lde shaii gave", in the case ct transactions in goods.
In the "'lSe of seNices, ff the vendor refuses or falis to limeIy perform any 01' the provisions ct \lis purchase order,
with such diligence as win ensure its completion within the lime specified ill this purchase order. the Purchasing
Agent may notify the vendor in writing of the noo-performance, and ff nIlt prompdy corrected within the time
specified, such ofIIcer may terminate the vendor's right to proceed,.;th the purchase order or such part of the
purchase order as to which there has been delay or a failure to properly perform. The vendor shall continue
perlbrm,"ce of the purchase order to the extent it is not terminated and shall be liable fer excess costs inamed
in procuring similar goods er services elsewhere. Payment I" completed s.lrvicas performed and accepted shall
be at thll pun:hase order price.
b. In thll case of remedies exercised under this paragraph I'" seNices, or analogous remedies exercised under
the UnffiJrm Commercial Code for transactions in goods, the purchasing "gency may ,.;lhhold amounts due to
the venclor as the Pln:hasing Agent deems to be necessary to reimburse the purchasing agency lOr the excess
costs in<:uned in aJring, completing or procuring smlar goo<ts and services.
c. In th3 case of either transactions in goods or services, the wndor Will not be in default by reason of any
failure in performance of this purchase order in accordance with Its terms ff such failure arises out of acts of God;
acts of the public enemy; acts of the State and any governmental entity in its sovereign or contractual capacity;
fires; ft",;Kls; epidemics; quarantine restrictions; strikes or oII1er labor disputes; freight embaIgoes; or unusually
severe v.eather.

d. ff alb.. rejection, revocation, or other termination of the \oendor's right to proceed under the proIisions of the
Uniform Ccmmercial Code (in the case of transactions in !;JOOCIs) or this l::Iause (in the case of services), it is
determined for any reason that the vendor was not in defaull under the proIIisions of this dause. or that the delay
was excJsable, the rights and obligations of the parties shall be the same ail ff the notice of termination hed been
issued pursuant to the termination for convenience clause.

21. TennlNLtlon For Convenionce.

a. c.a.ncellation Prior to Contr1lc.:t Formation. When this purchase order is not accepted by written
acknowI,edgmen~ this purchase order may be canceled by ",rillen or oral notice to the vendor prior to shipment of
goods "'. beginning of performance of seNices.
b. Jm!;nation After Contract Formation. Unless otherwise agreed in IfoTiting, in addition to the rights and
remedies governing transactiOns in goods in the Uniform Commercial Code, the Pun:hasing Agent may when the
interes~; of the purchasing agency so require terminale this purchase order in whole or in part, for the
conveni.""", of the agency or instilution. The Purchasing Agent shaii give wrillen notice of the termination to the
vendor ,lpeCifying the part of the purchase order terminated and when termination becomes effective. Upon
receipt ct the notice of termination, the vendor shall incur no further obligations eJCCept to the extent necessary to
mitigate costs of performance. In the case of seNices or specially manufactured goods, the State shaii p;rf
reasona:ble settlemenl expenses, the contract price or rate for supplies and services delivered and accepted, the
reasons!ble costs of performance on unaccepted SUpplil:tS and services. and a reasonable profit for that
unaCCllJ'1ed ""r1<. In accordance with the cost principles pronlJlgated in llCCOrdance,.;th section 24-107-101,
CoIoradc, Revised Statutes, as amended. In the case of existing goods, the State shali p;rf reasonable seWarnent
expenses. the c:oolracl price for goods delivered and ac""pted, reasonable costs inourred in preparation for
delivery of the undelivered goods, and a reasonable profit for that preparatory work. The amount of the
terminalion liability under this paragraph shall not exceed the amount of the purchase order price plus a
reasonable cost for settlement expenses. The vendor agrees to submit a termination proposal as well as
reasonable supporting documentation, cost and pricing data, and a certlllcation required by section 24-1Q6.101,
C.R.S.. 'IS amended, upon request of the Purchasing Agent
22. Purclu"", Order Approval. This purchase order shail not be deemed valid unless it is executed by the
Purchasing l\gent fer the purchasing state agency or institution. The State sha.1I have no responsibiiity or liability for
products or ,",rvices delivered or performed prior to proper execution hereof.
23. Fund Availability; Federal Funds Contingency, Financial obligations c,f the State of Colorado payable after
the aJrrenl fiscal year are c:ootingent upon funds for that purpose being approP1iated, budgeted and otherwise made
available. ff this purchase order Is funded in whole or in part with federal funds, this purchase order is sulljecI to and
contingent upon the continuing availability of federal funds for the purposes hereof. If this purchase order
contemplatelthe purchase of goods to be delivered in a single installment the State represents that it has set aside
sufficient funds to make payment under this purchase order in accordance ,.;th its terms.
24. Chofca of Law. This purchase order is made in the State of Colorado. The laws of the Stale of Colorado shail
govern in CCM'lnectlon ,.;th the formation, performance and the legal enforcement of this purchase order. Unless
otherwise specitled in the solicitation or this order, venue for any judicial action arising out of or in COMection ,.;th this
purchase order shall be in Denver, Colorado. Vendor shall exhaust administrative remedies in ~ 24-109-106.
Colorado Revised Statutes, as amended, prior to commencing any judicial action against the State.
25. Uniform, ConwnercIal Code. All references in this purchase order to the Uniform Commerciai Code shall mean
the Unifi:lrm Commercial Code as adopted by the State of Colorado at Title 4, Colorado Revised Statutes, as
amended.
26. Non-dI,lCriminallon. The vendor __ to comply ,.;th tl,e letter and slirit of all applicable slate and federal
laws respecting disaimination and unfair emplayrnent practices.