Northglenn_ToiletGiveaway_PO

• Water Efficiency Grant Type: Water Conservation Implementation Grant
• Contract/PO #: OE PDA 08-75
• Applicant: City of Northglenn
• Project Name: High Effieciency Toilet Giveaway Program
• Title: Purchase Order
• Date: 1/6/2009
• County: Adams
• Water Efficiency - Doc Type: Purchase Order

Purchase Order Terms and Conditions
1. Offer/Acceptance. If this purchase order ("PO") refers to your bid or proposal, then Mis PO is an
ACCEPTANCE of your OFFER TO SELL in accordance with the terms and conditlons of the IFBlRFP, as
stated in your bid. If no bid or proposal is referenced, this PO is an OFFFJ2 TO BUY, subject to your
acceptance, which must be demonstrated by ether your pertormance of this PO or by o formal
acknowledgment in writing. Any COUNTER-0FFER TO SELL is automatically construed as a
CANCELLATION of this PO unless a change order is issued accepting a~aunter-oger. In the event vendor
form(s) or part(s) of forms ere included in, or as an attachment to, any bid, proposal, offer,
acknovrledgment, or otherwise, vendor agrees that in the event of inconsistencies or contradictions, the
terms and conditions of the sdidtation document and this PO shall supersede and control over those
contained in vendor's form(s) regardless of any statement to the contrary in 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 regarding choice of law, venue, warranty disdaimer or
exclusion, indemnification or limitation of liability shall be of no effect.
2. Safety Information. All chemicals, equipment and materials proposed andor used in the performance
of Mis PO must conform to Me standards required by the William-Steiger Occupational Safety and Heaflh
Ad 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. Changes. Vendor agrees to furnish products and/or services in strict accordance with the specifications,
end at the price set forth for each item. Nothing in this PO may be added to, modified, superseded or
otherwise altered except in wrung signed by an authorized representative of the agency purchasing office
end acknowledged by vendor. Each shipment received or service performed shall be only upon the terms
contained in this PO, notwithstanding any terms contained in any invoice or other act of vendor other than
acknov4edgment 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 its acceptance o} any quotation offer, the agenry is relying on the promised delivery date,
installation, or service pertormance as 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 ks order, or
any part thereof, without prejudice to its other nghLS, and vendor agrees that the agency may return all
or part of any shipment so made, and may charge vendor vriM 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 Intalleclual Property. Unless otherwise
agreed in writlng, any software, research, reports. studies, data, photographs, negatives or other
documents, drawings 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 indude, ben not be
limited to, the right to cepy,pu blish, display, transfer, prepare derivative works, or otherwise use the works.
6. Quality. The State will be Me sole judge in determining "equals" with regard to quality, pdce antl
pertormance. All produc6 delivered shall be newly manufactured and of the manufacturer's wrrent model,
unless otherwise specified.
7. Warramies. All provisions and remedies of Me Uniform Commerdal Code ('UCCA relatlng to both
implied and expressed warranties are herewith retorted to and made a part hereof and are in addi0on to
any warranties stipulated in the specifications.
8. Inspection and Acceptance. Final acceptance is dependent upon completon o/ all applicable
inspection procedures. Should the products or services fail to meet any inspection requirements, the
agency may exerdse all of its rights, including those provided in the UCC. The agency reserves the right to
inspect services provided under this PO at all reasonable Imes and places. "Services" as used in this
clause includes services performed or tangible material produced or delivered in Me performance of
services. If any of the services do not conform with PO requirements, the agency may require vendor to
penorm the services again in conformity with PO requirements, with no additional payment. When defects
in the quality or quantiy of service cannot be corrected by re-performance, Me agency may (i) require
vendor to tike necessary action to ensure that Me future pertormance confertns to PO requiremenh and
(ii) equitably reduce the payment due vendor to reflect the reduced value of the services performed. These
remedies in no way limit Me remedies available to the agency in the termination provisions of Mi^. PO. or
remedies otherwise available at law or inequity.
9. Cash Discount. The cash discount period will start from date of receipt of acceptable invoice, or from
date o1 receipt of acceptable products/services at the specified destination by an authorized agency
representative, whichever is later.
10. Taxes. The State agency, es purchaser, is exempt from all Federal exdse taxes under Chapter 32 01
the Internal Revenue Code [No. 84-730123K] end Rom all State end local government use taxes [CRS 33
26-14(a) and 203, as amended]. Tax exempt numbers far the specific agency may be found elsevfiere in
Mis PO, Vendor is hereby notified that when materials are purchased for the benefit of the State, such
exemptlens apply except that M certain political subdivisions (e.g., City of Denver) vendor may be required
to pay sales or use taxes even though the ultimate product or service is provided to the State. These sales
or use taxes will not be reimbursed by the State.
it. Prompt Payment. State law and regulatlons provide that vendors will be paid within 45 days aRer
receipt of products or services and a correct notice of amount due, unless otherwise agreed to by contract
or special condtions of the PO. A State liability not paid within 45 days is considered delinquent and,
unless otherwise agreed te, interest on the unpaid balance shall be paid beginning with Me 46th day et the
rate of 1 % per month until paid in full. A liability shall not arise if a good faith dispNe exists es to Me
agencys obligation to pay all or a portlon of the liability. Vendors shall invoice the agency separately for
interest on 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 OBset. Pursuant 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 system for: (a) unpaid child support debt
or child suppen arrearages; (b) unpaid balances of tax, accrued interest, ar other charges specified in
Article 21, Title 39, CRS; (c) unpaid loans due to the Student Loan Division of the Department a( Higher
Education; (d) amounts required to be paid to the unemployment cempensation fund; end (e) other unpaid
debts, found to be owing to the Slate or its agendas by final agency tletermination or reduced to judgment,
as certified by the State Controller.
13. Assignment and Successors; AntRmst Claims. Vendor shall not assign rights or delegate duties
under this PO, or subconhact any pan of the performance required under this PO, without the express,
vrtitten consent of the State, which shall not be unreazonably withheld. This PO shall inure to the benefit of
and be binding upon the parties hereto and their respective successors end assigns. Assignment of
accounts receivable maybe made only with written notice furnished to the purchasing agency or instltufion.
14. Indemn~cation. In Me event any article sold or delivered under Mis PO is covered by any patent,
copyright, trademark, or application Merefor, vendor will Indemnify and hold harmless Me State Rom any
and all loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions or
judgmenR arising out of manufacture, sale or use of such article in violation, inhingement or the like of
rights under such patent, copyright, trademark or application. If Mis PO is for services, to Me extent
authorized by law, vendor shall indemnify, save, and hold harmless Me State, its employees and agents,
against any and all Gaims, damages, liability end court awards including costs, expenses, and attorney
fees and related expenses, incurred as a result of any ad or omission by vendor, or its employees. agents,
subcontractors or assignees, arising out of or in cennection wiM penormance of services ordered by Mis
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 EMPLOYEE OF VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE
OF THE STATE. VENDOR SHALL PAV WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND
INCOME TAX WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOME TAX AND LOCAL
HEAD TAX ON ANY 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 INSURPNCE BENEFITS
UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
NOT PAY FOR OR OTHEFNVISE 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 SHOW PROOF OF UPON REQUEST, WORKERS COMPENSATION AND
UNEMPLOYMENT COMPENSATION INSURPNCE IN THE AMOUNTS REQUIRED BY LAW, AND
SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPLOYEES, AND AGENTS.
16. Communietion. All communications, including reports, notices, and advice at 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 office.
17. Compliance with Lawa. Vendor agrees to comply with all applicable federal and State laws,
regulations and policies, as amended, inducting those regarding unfair labor practices, ang-kick-back and
collusion.
16. Americans wkh DisabilBies Act (ADA) Requimments. If this solidtatan contemplates Ma provision
of services to the public, vendor shall, in addition to any other requirements under Title 11 0( the ADA,
comply wiM the Title 71 requirements of the ADA regarding Me accessibility of State services and
programs, as en explidt requirement. Vendor assures that, at ell times during the pertormance of any
resulting PO, no qualified individual with a dsabiltty shall, by reason of that dsabilhy, be excluded Rom
participation in, or be denied benefits of, services, programs, or acfivtties pertormed by vendor for the
benefit o(Me State.
19. Insurance. Vendor shall obtain, and maintain et all times dudng the term of this PO, insurance as
specified in Me solicitation or order, and shall provide proof of such coverage.
20. Termination For DefaulVCause. a. Except as otherwise agreed, the UCC shall govern in the case of
goods. In the case of services, if vendor refuses or fails to timely perform any of the provisions of this PO,
with such diligence as will ensure its completion within the time spedfied in this PO, the purchasing agent
may notify vendor in writing of non-pertormance, and it not promptly cortected within the Rme specified,
such agent may terminate vendor's right to proceed wiM the PO or such pan thereof as to which there has
been delay er a failure to property pertorm. Vendor shall continue performance of the PO to the extent it is
not terminated and shall be liable for excess costs incured in proaring airtilar goods or services
elsewhere. Payment for completed services pertormed and accepted shall be at the PO price.
b. In the case of remedes exercised under this paragraph for services, or analogous remedies exercised
under the UCC for in goods, the purchasing agency may withhold amounts due to vendor as the
purchasing agent deems necessary to reimburse Me purchasing agency for the excess costs incured in
curing, completing or procuring similar goods and services.
c. In the case of either goods or services, vendor shall not he in default by reason of any failure in
pertormance of this PO in accordance with its terms, if such failure arises out of acts of God; acts of the
public enemy; acts of the State ar any governmental entity in its sovereign or contractual capacity; fires;
floods; epidemics; quarantine restrictions; strikes or other labor disputes; height embargoes; or unusually
severe weather.
d. If after rejection, revoptlon, or other termination o(vendor's right to proceed under Me provisions of the
UCC or this clause, it is determined for any reason Nat vendor was not in delauR under Me provisions of
this clause, or that Me delay was excusable, the rights and obligations of the parties shall tie the same es if
the notice of termination had been issued pursuant to the termination for convenience clause.
27. Termination For Convenience. a. If not accepted by written acknovbedgment, Ms PO may be
canceled by vrtitten or oral notice to vendor prior to shipment of goods or beginning of pertormance of
services.
b. Unless otherwise agreed in writing, in addition to the rights and remedies governing goods in the UCC,
the purchasing agent may, wfien the interes4 of Me purchasing agency so require, terminate this PO in
whole or in part for the convenience of the agency or institution. The purchasing agent shall give written
notice of Me termination to vendor specifying Me part of the PO terminated and when termination becomes
effective. Upon receipt of notice of terminaton, vendor shall incur no further obligations except to the extent
necessary to mitigate costs of pertormance. In the case of services or specially manufactured goods, Me
State shall pay reasonable seMement expenses, the PO price or rate for supplies and services delivered
and accepted, the reasonable vests of performance on unaccepted supplies and services, and a
reasonable profit for that unaccepted work, in accordance witty the cost principles promulgated in
accordance wkh CRS 24-107-101, as amended. In the case of existing goods, the State shall pay
reasonable settlement expenses, the PO price for goods delivered and accepted, reasonable costs
incurred in preparation for delivery of the undelivered goods, and a reasonable profit for that preparatory
work. The amount of the terminagon liability under this paragraph shall not exceed the amount of the PO
price plus a reaoonable cost for settlement expenses. Vendor agrees to submit a termination proposal as
well as reasonable supporting documentation, cost and pricing data, and a certification as required CRS
2L106-701, es amended, upon request of the purchasing agent.
22. Purchase Order Approval. This PO shall not be valid unless it rs exewted by the purchasing agent for
the purchasing State agency or instiNtion. The State shall have no responsibility or liability for products or
services delivered or performed prior to proper executron herao/.
23. Fund Availability; Federal Funds Contingency. Financial obligations of the State payable after the
current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. If this PO is funded in whole or in pan with federal funds, this PO is subject to end
contngent upon the continuing availability of federal lands for the purposes hereof. If this PO contemplates
the purchase of goods to be delivered in a single installment, the State represents that h has set aside
sufficient lands to make payment under this PO in accordance with its terms.
24. Choice of Law. This PO is made in, and the laws of the State of Coorado shall govern, In connection
vriM the formation, pertormance and the legal enforcement of, Mis PO. Unless otherwise specified in the
solicitation or Mis order, venue for any judicial action arising out of or in connectron with this PO shall be in
Denver, Colorado. Vendor shall exhaust administrative remedies in CRS 24-103106, az amended, prior to
commencing any judidal attlon againstth a State.
25. Uniform Commercial 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 StaNtes, as amended.
26. Norr-discrimination. Vendor agrees to complyw iM the letter and spirit of all applicable State and
federal laws respecting discrimination and unfair employment practices.
27. [Not applicable to Intargovammental POs] ILLEGAL ALIENS -PUBLIC CONTRACTS FOR
SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. a. Vendor certifies that fl shall comply
wiM the provisions of CRS &17.5-101 et seq. Vendor shall not knov4nglyen gaga an illegal alien to
perform work under this PO or enter into a contract or PO with a subcontractor that fails to certify to vendor
that the subcontractor shall not knowingly engage an illegal alien to perform work under this PO. Contractor
represents, warrants, and agrees that it (i) has verified Mat it does not engage any illegal aliens, Mrough
participation in Me federal Basic Pilot Ertployment Verification Program and (ii) otherwise will comply wiM
the requirements of CRS 8-77.5-702(2)(b). Vendor shall comply wiM all reasonable requests made in Me
course of an investigation under CRS 8-17.5-102. Failure to comply wiM any requirement of Mis provision
or CRS 6-17.5-101 et seq., shall be cause for termination for breach and vendor shall be liable for actual
and consequential damages.
b. Vendor,it a naNral person eighteen (18) years of age or oldeche reby swears or affirms under penahy of
perjury Nat he or she (i) is a citizen or otherwise lawfully present in Me United States pursuant to federal
law, (ii) shall comply with Me provisions of CRS 24-76.5-101 et seq., and (iii) shall produce one form o1
identification required by CRS 24-76.5-103 prior to Me effective date of Mis PO.
Date Issued: 7/1/74
Date Revised: 10/25/06