CBCN Purchase Order

• Grant Type: Non-Reimbursable
• Fiscal Year ‎(i.e. 2008)‎: 2008
• Project Name: Chatfield Reallocation Project
• CWCB Section: Watershed & Flood Protection
• Contract/PO #: OE PDA 08-53
• Grants - Doc Type: Contract/Purchase Order

1. Offer/Acceptance. If this purchase ortler ("PO") refers to your bid or proposal, then [his PO is an
ACCEPTANCE of your OFFER TO SELL in accordance with the terms and condifions of the IFB/RFP, 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 per(ormance of thls PO or by a formal
acknovAedgment in writing. Any COUNTER-OFFER TO SELL is aummatically construed a
CANCELLATION of this PO unless a change order is issued accepting a counter-offer. In ihe event vendor
form(s) or part(s) of forms are included in, or as a attachment to, any bid, proposal, oRer,
acknowledgment, or otlierwise, vendor agrees Mat in the event of inconsistencies or conVadictions, the
terms and wnditions of the solicitalion document and this PO shall supersede and control over Ihose
contained In vendor's form(s) regardless of any statement b the contrary in such form(s). Unless ihe
purchasing agent specificalty agrees in wrifing through overt reference or other express writlen indication of
assent, terms and condifions on vendor forms regarding choice of law, venue, warranry disclaimer or
ezclusion, indemnifica[ion or limitation of lia6iliry shall be of no effect.
2. Safety Infortnation. All chemicals, equipment and materials pmposed anrUor used In ihe performance
of ttiis PO must conform to ttie standards required 6y ihe William-Steiger Occupational Safety and Neatth
Act of 1970, Bidders must furnish all Material Safery Data Sheets (MSDS) for any regulated chemicals,
equipment or hazardous materials at the time of delivery.
3. Changes. Vendor agrees to furnish products and/or services in strict acwrdance with the spedfications,
and at the price set forih for each Item. NoMing in this PO may be added to, modified, superseded or
othervnse attered ezcept in vrtitlng signed by an autnorized represeMalive of the agency purchasing office
and acknowledged by vendor. Each shipment received or service performed shall be only upon the terms
contained in Ihis PO, notwithstanding any terms contained in any invoice or other act of vendor other Uan
acknowiedgment of a vrtitten change order to this PO.
4. Delivery. Unless otherwise specified in the solicitation or in Ihis PO, delNery shall be FOB
desfination. In its acceptance of any quotation oHer, the agency is rerying on the promised delivery date,
instailafion, o service performance a material and basic m its acceptance. In the event of vendor's
failure to deliver or pertorm as and when promised, the agency reserves ihe rigM to cancel its order, or
any part [hereof. without prejudice to its oMer righis, and vendor agrees that the agency may relurn all
or part of any shipment so made, and may charge vendor wi[h any loss or ezpense sustained as a
resull of such failure ~o del~rver or perform as promised. Time is of ihe essence,
5. Rights in DaW, Docummts, Computer Software or O[her Intellectual Pmperty. Unless otherwise
agreed in wri4ng, any soflware, research. reporis, studles, data, photogrephs, negatives o olher
documents, drawings or materials delivered by vendor in Ihe pertormance of its obliga6ons under this PO
shall be ihe exclusive property of Ihe State. The ownership rights described herein shall include, but not be
limited to, the right m wpy,pu blish, display, transfer, prepare derivafive works, or otheiwise use ihe works.
6, ~uality, The State will 6e the sole judge in determining "equals" with regard to quality, price and
performance. All products delivered shall be newly manufactured and of the manu(acturer's current model,
unless otherwise specified.
7. Warrarrties. All provisions and remedies of ~he Uniform Commercial Code ("UCC") relating to hoth
implied and expressed vuarranties are herewith referred to and made a pah hereof and are in addition to
any warranties stipulated in the specifications.
8. Inspection and AccepWnce. Final acceptance is dependent upon completion of all applicable
inspection procedures, Should the products or services fail to meet any inspection requirements, the
agency may ezercise all of its rights. including those provided in the UCG. The agency reserves the right to
inspect services pmvided under this PO at a~l reasonable times and piaces. 'Services" as used in this
clause indudes services performed or tangible material pwduced or delivered in ihe performance of
s. If any of the services do not conform with PO requirements, Ihe agency may require vendor to
perform the services again in conformiry with PO requirements, with no addi6onal payment. When defects
in the qualiry or quantity of service cannot be corrected by re-pertormance, the agency may (i) require
vendor to take necessary action to ensure that the fuNre performance conforms to PO requirements and
(ii) equitabry reduce [he payment due vendor to reBect the reduced value of the services performed. These
medies in no way limit Ihe remedies avaiiable to the agency in the termination provisions ot this PO, or
remedies otherwise available at law or in equiry.
9. Cash Oiscount. The cash discount period vnll start from date of receipt of acceptable invoice, or fiom
date of receipt of acceptable producis/services at the specified destination 6y an authorized agency
representative, wiiichever is later.
10. Taxes. The State agency, as purchaser, is exempt from all federal excise tazes under Chapter 32 of
the Intemal Revenue Code ~No. 84-730123K~ and fmm all State and local govemment use taxes ~CRS 39-
26-14(a) and 20J, as amended]. Tax exemp[ numbers for ihe specific agency may be found elsewhere in
Ihis PO. Vendor is hereby notified that when materials are purchased for the benefit of ihe State, such
e.emptions apply ezcept Mat in certain political subdivisions (e.g., CiN of Denver) vendor may be required
to pay sales or use taxes even though the uttimate product or service Is provided to the State, These sales
or use taxes will not be reimbursed dy the State.
11. Promp[ Payment. State law and regulations pmvide that vendors will be pald wrthin 45 days afler
receipt of pmducts or services and a correct notice of amoun[ due, unless otherwise agreed to by contrac[
or special conditions of the PO. A State liabillty not paid within 45 days is considered delinquent and,
unless otherwise agreed to, 'mterest on the unpaid balance shall be paid beginning with the 46th day at lhe
rate of 1% per month until paid in full. A liabiliry shall not arise if a good faith dispufe exists as to [he
agency's obligation to pay all or a portion of the liabiliry. Vendors shall invoice the agency separetey for
interest on delinquent amounts due. The 6illing shall reference [he delinquent payment, Me number of days
interestto be paid and the applicable interest rate. [CRS 24-30-202(24),as amended.]
12. Vendar Offset. Pursuant to CRS 2430-2~2.4, as amended, the State Conholler may withhold payment
for debts owed to State agencies under ihe vendor offset intercept system foc (a) unpaid child support debt
or child support arrearages~, (b) unpaid balances of tav, accrued interest, or other charges specified in
Ardcle 21, Title 39, CRS', (c) unpaid loans due [o the Student Loan Division of the Department of Higher
Educalion; (d) amounis required to be paid to the unemployment compensa6on fund: and (e) other unpaid
debts, found to be owing to the State or i6 agendes by final agency determination or reduced to judgment,
as ceNfied by the State Controller.
13. Assignment and Successors; Antitrust Claims. Vendor shall not assign rights or delega[e duties
under Mis PO, or subcontract any part of the performance required under this PO, vnthout the express,
written consent of the State, which shall not be unreasonably witliheld. This PO shall Inure to the benefit ot
and be binding upon [he parties hereto and Iheir respective su and assigns. Assignment of
accounts receivable may be made only with vrtitlen nolice furnished to the purchasing agency or instiNOOn,
14. Indemnification. In [he event any article sold or delivered under this PO is covered by any patent.
copy~ight, Irademark, or applicatiwr iherefor, vendor will indemniy 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 ot manufacture, sale or use of such article in violation, inhingement or the like of
rigMs under such patent, copyright, irademark or appticalion. If Mls PO is for services, to tlie eztent
authorized by law, vendor shall indemnify, save, and hold harmless Ne State, its employees and agents,
against any and all claims, damages, liabiliry and court awards including wsts, e.penses, and attomey
fees and reiated expenses, inwrred as a result of any act or omission by vendor, or tts employees, agents,
subcontractors or assignees, arising out of or in connection wiUi 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. NEITHER VENDOR NOR ANY AGENT
OR EMPLOVEE OF VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOVEE
OF THE STATE. VENDOF2 SHALL PAY WHEN DUE ALL RE~UIRED EMPLOYMENT TAXES AND
INCOME 7AX WITHHOLDING INCLUDING ALL FEDERAL AND S7ATE INCOME TAX AND LOCAL
HEA~ TAX ON ANY MONIES PAID PURSUANTTO THIS PO. VENDOR ACKNOWLEDGES THAT
Issued by the State Controller's Office
Rule 2-2
VENDOR AND ITS EMPLOVEES ARE NOT ENTITLED TO UNEMPtDYMENT INSURPNCE BENEFITS
UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVER4GE 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 ANV AGREEMENT, LIABILITV, OR
UNDERSTANDING, EXCEP7 AS EXPRESSLV SET FORTH HEREIN. VENDOR SHALL PROVIDE AND
KEEP IN FORCE, AND SHOW PROOF OF UPON REQUEST, WORKERS' COMPENSATION AND
UNEMPLOVMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW, AND
SHALL BE SOLELV RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPIOYEES, AND AGENTS.
i6. Communintion. All communications, including reports, notices, and advice of any nature, concerning
adminisha4on of this PO, prepared by vendor for Me agencys use, must be fumished solety to ihe
purchasing agent within ~he agency purohasing office.
17. Complianre with Laws. Vendor agrees to compiy with all applicable (ederal and State laws,
regulalions and policies, as amended, induding ihose regarding unfair labor practices, anli-kick-back and
collusian.
18. Americans with Disabilities Act (ADA) Requirements. If tliis solicitation contemplates ihe provision
of services ro the public, vendor shall, in addition to any other requirements under Title 11 of the ADA,
omply with the THIe it requirements of fhe ADA regarding ttie accessibiliry of Shate services and
programs, as an explicit requiremenl Vendor assures Uiat, at all times during ihe pertormance of any
resultlng PO, no qualifed individual vnth a disabiliry shall, by reason of that disabiliry, be excluded hom
participation in, or be denied benefits of, services, progrems, or activities performed by vendor for ihe
benefit of ttie State.
19. Insurance. Vendor shall obtain, and maintain at all times during Me term of this PO, insurence as
specified in She solicita6on or order, and shalt provide proof of such coverage.
20. Termination For DefaultlCause. a. Except as otherwise agreed, Uie UCC shall govern in the case of
goods. In the case of services, if vendor refuses or faiis to Hmely perform any of the pravisions of this PO,
with such diligence as will ensure its completion wifhin the 6me specified in this PO, the purchasing agent
may notify vendor in writlng of noo-pertormance, and if not pmmptly wrrected vrithin the time specified,
such agent may terminate vendor's right to proceed with the PO or such part thereof as to which Ihere has
been delay or a(aiiure ro properly perform. Vendor shall continue performance of ihe PO to the extent it is
not terminated and shall be liable for excess costs incurred in procuring similar goods or services
eisewfiere. Payment (or completed services pertormed and accepted shall be a~ the PO price.
b. In the case of remedies exercised under this paragraph for services, or analogous remedies exercised
under the UCC for in goods, the purchasing agency may wiMhold amounts due to vendor as Me
purchasing agent deems necessary to reimburse the purchasing agency for the excess costs ~incurred in
wring, compieting or procuring similar goods and services.
c. In the case of either goods or services, vendor shall not be in defauit by reason of any failure in
pertormance of ihis PO in accordance witti ils terms, if such failure arises out ot acts ot God; acts of the
pubiic enemy; acts of ihe State or any governmental enfiry in its sovereign or contractual capacity; fires;
floods; epidemics; quarantine restrictions; strikes or other Iabor disputes; height embargoes; or unusually
re weather.
delf afier rejectlon, revocation, or other termination of vendor's right to pmceed under the provisions of ihe
UCC or tt~is clause, it is determined for any reason that vendor was not in default under the provisions of
this dause, or that ihe delay was ezcusable, Me rights and obligations of [he parties shall be [he same as if
the notice of termination had been issued pursuant to the termination for convenience clause.
21. Termination For Convenience. a. If not accepted by writlen acknovAedgment, ~his PO may be
nceled by written or oral notice to vendor prior lo shipment of goods or beginning of pertormance of
services.
b, Unless otherwise agreed in writing, in addition to ihe rights and remedies governing goods in tlie UCC,
the purchasing agent may, wfien Ne interesGS of ttie purchasing agency so require, terminate ttiis PO in
whole or in part for the convenience of Me agency or institufioa The purchasing agent shall give writlen
notice of ihe terminalion to vendor specifying Me part of the PO lerminated and when termination becomes
eHecSve. Upon receipt of notice of termination, vendor shall inwr no fuAher obliga6ons ezcept to Me eetent
necessary to mitigate costs of performance. In the case oi services or specially manufactured goods, the
State shall pay reasonable settlement expenses, the PO price or rate for supplies and services delivered
and accepted, ihe reasonable costs of pertormance on unaccepted supplies and services, and a
onable profit fw Nat unaccepied work, in accordance with the cost principles promulgated in
cordance with CRS 24-107-101, a mended. In the c of existing goods, the State shall pay
aeasona6le settlemem expenses, ihe5P0 price for goodsadelivered and accepfed, reasonable costs
incurred in prepare5on for delivery of ihe undelivered goods, and a reasonable profit for that preparatory
work, The amount o( the termination liabiliry under this paragraph shall not ezceed the amount of Ihe PO
price plus a reasonable cost for selllement expenses. Vendor agrees to submit a terminafion proposal as
well as reasonable supporting documentation, cost and pricing data, and a certificafion as required CRS
24-106-1 ~7, as amended, upon request of the purchasin9 agenl.
22. Purchase Order Approval. This PO shail not 6e valid unless it is executed by the purchasing agent for
Ihe purchasing State agency or instlNtioa The State shall have no responsibiliry or liabiliry for products or
services deiivered or performed prior to proper ezecution hereof.
23. Fund Availability; Federal Funtls Contingenry. Financial obligations of t6e State payable after Ihe
rrent fiscal year are contingent upon funds tor tl~at purpose being appropriated, budgeted and otherwise
made available. If this PO is funded in whoie or in part willi federal funds, this PO is subject to and
contingent upon Ihe continuing availabilfty o( federal funds for Ihe purposes hereof. If this PO contemplates
the purchase of goods to be delivered in a single installment, Ihe State represents that it has set aside
sufficient funds to make payment under this PO in accordance with its terms.
24. Choice of Law. 7his PO is made in, and ihe laws of ttie State of Colorado shali govem, in connection
vritti the formatlon, pertormance and llie tegal enforcement of, Mis PO. Unless otherwise specified in the
solicitafion or Ihis order, venue ~or any judicial action arising out of or in connection with Nis PO shall be in
Denver, Colorado. Vendor shall exhaust administrative remedies in CRS 24-109-106, as amended, prior to
commencing any judiciai action againstth e State.
25. Unitorm Comme1cial Code. All references in ihis PO to Ihe UCC shall mean the UCC as adopted by
the State of Colorado at Title 4, Colwado Revised Statutes, as amended.
26. Non-discrimination. Vendor agrees to complyw ith the letter and spirit of all applicable Slate and
federat laws respectlng discrimination and unfair employmeM practices.
27. [Not applicable to Intergovemmental POS] ILLEGAL ALIENS - PUBLIC CONTRACTS FOR
SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vendor certifes that it shall comply
with the provisions of CRS 8-17.5-101 et seq. Vendor shall not knowinglyen gage an illegal alien to
oertorm work under thls PO or enter into a contract or PO wiih a su6contractor that fails to certify to vendor
that the subcontractor shall not knovnngry engage an Illegal alien to oerform work under this PD. Contractor
rapresents, warrants, and agrees tliat it (i) has verified that II does not engage any Illegal aliens, through
participafion in Ihe federal Basic Pibt Employment Verification Progrem and (ii) othervvise will comply with
Ihe requirements of CRS 8-17.5-102(2)(b). Vendor shall compty with all reasonable requests made in the
se of an inves[igation under CRS 8-17.5-102. Failure to comply with any requirement of this provision
o~CRS 8-17.5-101 et seq., shall be cause for terminafion for breach and vendor shall be liable for actual
and consequential damages.
b. Vendor,if a natural person eighteen (1 B) years of age or older,he reby swears or affirms under penatty of
perjury Ihal he or she (i) is a citizen or othervnse lawfully present in the United States pursuant to federal
law, (ii) shali comply with ihe provisions of CRS 24-76.5-101 et seq., and (iii) shall produce one form oi
identification required hy CRS 24-76.5-103 prior to the effective date of this PO.
Date Issued: 7/1/74
Date Revised: 10/25/06