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1. OftedAcceptance. If this purchase order (•'PO") refers [o vendor's bid or proposal, Ihis PO is an
<br />ACCEPTANCE of ~endor's OFFER TO SELL in accordance with the terms and conditions of the
<br />"solicitation" identffied in cendor's bid or proposaL The solici[afion includes an RFP, [FB, or any
<br />other fonn of order by buyer. If a bid or proposal is not referenced, this PO is an OFFBR TO BUY,
<br />subjecl to cendor's acceplance, demonstraled by vendor's perfonnance or wriffen acceptance of this
<br />PO. Any COUNTER-OFFER TO SELL automatically CANCELS this PO, unless a change order is
<br />issued by buyer accepting a wunter-offer. This PO shall supersede and control o~~er any vendor
<br />fonn(s) or part(s) thereof fncluded in or attached to any bid, proposal, offer, acknowled~Zmeni, or
<br />o[henvise, in the e~~en[ of inconsistencies or conhadictions, regardless of any sla[ement [o Ihe conhary
<br />in such foim(s) or parts thereoC 2. Safety Informa[ion. All chemlcals, equipmen~ and materials
<br />proposed anNor used in the perfonnance of this PO shall conform fo the requirements oFthe
<br />Oceupational Safety and Health Act of 1970. Vendor shall fumish all Material SafHy Dala Sheets
<br />(MSDS) for any regulated chemicals, equipment or hazardous materials ai the time of delivery.
<br />3. Changes. Vendor shall fumfsh producfs anNor sen~fces strictly in accordance wi~h [he
<br />specifications and price set foith for each item. This PO shall not be modified, superseded or
<br />othen+~ise alte~~ed, except in writing signed by purchasing abent and accepted by vendor. Each
<br />shipment recei~~ed or service perfonned shall eomply with the tenns of this PQ notwithstanding
<br />im~oice [enns or ac[s of ~~endor to the contrary, unless [his PO has been modified, superseded or
<br />otherwise altered in accordance with this section.
<br />4. Delivery. Unless o[henvise specified in the solicitation or this PO, delivery shall be FOB
<br />destination. Buyer is relying on [he promised delicery date, installalion, anNor service perfonnance
<br />set fonh in vendor's bid or proposal as material and basic [o buyer's acceptance. If vendor fails to
<br />deliver or perfonn as and when promised, buyer, in i[s sole discre[ion, may cancel i[s order, or any
<br />part thereof, withou[ prejudice to its oPoer rights, retum all or part of any shipment so made, and
<br />charge cecrdor wi[h any loss or expense sustained as a result of such failure to deliver or perfonn as
<br />promised. Time is of the essence.
<br />5. Intellectual Property. Any soRware, research, reports, smdies, data, photographs, negatives or
<br />other documents, drawings or materials (collectively
<br />"ma[erials'~) delieered by vendor in perfonnance of its
<br />obligations under this PO shall be the esclusive property of buyer. Ownershfp rights shall include, but
<br />nol be limiied to, [he right to copy, publfsh, display, transfer, prepare dericative works, or othenvise
<br />use the matenals. Vendor shall comply u~ith all applfcable Cyber Securi~y Policies of ihe Slate of
<br />Colorado (the "State"), or buyer, as applieable, and all confidentiality and non-disclosure agree~nents,
<br />security controls, and reporting requirements.
<br />6. Quality. Buyer shall be the solejudge in determining "equals" with regard to quality, price and
<br />perfonnance. All products delivereA shall be newly manufacmred and the curcent modef, unless
<br />othenvise specified.
<br />7. Warranties. All procisions and remedies of the Colorado Unifonn Commercial Code, CRS, Title 4
<br />("CUCC"), relating to implfed and/or express warranties are incorporated herein, in addition to any
<br />warranties wntained in this PO or the specifications.
<br />8. Inspection and Acceptance. Final accep[ance is contingent upon completion of all applicable
<br />inspection procedures. If products or seiti~ices fail to meel any inspeclion requiremenls, buyer may
<br />exercise all of ils righis, including those proaided in lhe CUCC Buyer shall hace Ihe right lo inspeel
<br />services procided under this PO al all reasonable times and places. "Sen'ices" as used fn this section
<br />includes sen ices perfonned or tangfble material produced or delivered in the perfonnance of servfces.
<br />If any of Ihe se~-~~ices do nol confonn to PO requirements, buyer may require vendor lo perl'oim the
<br />setvices again in confonnity with PO requiremenis, without additfonal paymen~. When defec~s in the
<br />quality or quantity of sen-ice cannof be con~ected by re-perfonnance, buyer may (a) require ~~endor ro
<br />lake necessary action fo ensure that futm~e perfonnance confoims to PO requiremenls and (b)
<br />equitably reduce Poe payment due ~~endor fo reflect [he reAuced calue of the sen~ices perFonned. These
<br />remedies do not liinit the remedies otherwise available in this PO, at law, or in equity.
<br />9. Cash Discount. The cash df scount period wf II start fi~om the later of the date of receipt of
<br />acceptable im~oice, or from da[e of receipt of acceptable producfs/services at the specified des[ination
<br />by an authorized buyer representative.
<br />10. Taxes. Buyer and the State are ezempt fi~om all federal excise taxes under Chapter 33 of the
<br />Intemal Revenue Code [No. 84J30123K] and from all State and local govemment sales and use
<br />faxes [CRS, Title 39, Article 26, Parts 1 and II]. Such exemptfons apply when tnaterials are purchased
<br />for [he benefit of State, except that in certain political subdivisions (e.g., City of Denver) vendor may
<br />be required to pay sales or use taxes even though the ultima[e product or service is provided to buyer.
<br />Buyer shall not reimburse such sales or use taxes.
<br />1l. Payment. Buyer shall pay ~~endor for all amounts due within 45 days aRer receipt of products or
<br />senices and a con~ect notice of amount due. Interest on the unpaid balance shall begin to accrue on
<br />the 46th day at the rate se[ forth in CRS §?4-30-202(24) until paid in full. Interest shall no[ accrue i f a
<br />good faith dispute exists as to buyer's obligation to pay all or a portion of the amount due. Vendor
<br />shall fm~oice buyer separately for interest on delinquent amounts due, referencing the delinquent
<br />payment, number of day's interest to be paid, and applicable interest rate.
<br />12. Vendor Offset [R'ntAppliroAlr 1n /nlervgovernmenfa[ POs] Under CRS 4~4-30-202.4 (3.5), Ihe
<br />Sta~e Controller may withhold payment under the State's vendor offset intercept system for debts
<br />ou~ed to State a~3encies for: (a) unpaid child suppon debts or an~earages; (b) unpaid balances of tas,
<br />acerued interest, or other charges specffied in CRS §39-? I-101, et seq.; (c) unpaid loans due to the
<br />Student Loan Di~~fsion oFthe Department of Higher Education; (d) amounts required to be paid to the
<br />Unemployment Compensa[ion Fund; and (e) other unpaid debts owing to the State as a result of final
<br />agency determination orjudicial action. ~
<br />13. Assignment and Successors. Vendor shall no[ assign rights or delegate duties under this PO, or
<br />subconhact any pait of the perfonnance required under this PO, without the express, w~it[en consenf
<br />of buyer. This PO shall inure to the benefit of and be binding upon vendor and buyer and [heir
<br />respecti~~e successors and assigns. Assignment of accounts receivable may be made only upon wri[ten
<br />notice fumished to buyer.
<br />14. Indemnifica[ion. If any aiticle sold or delicered under this PO is covered by a paten[, eopyright,
<br />trademark, or appllcatfon therefore, vendor shall indemnify and hold hannless buyer from any and all
<br />loss, liabflity, wst, espenses a~d legal fees incurred on account of any claims, legal actions or
<br />judgments aiising out of manufactm~, sale or use of such arlicle in ciolation or infringement of righls
<br />under such patent, copyright, trademark or application. If this PO is for services, vendor shall
<br />indemnify, sare, and hold hannless buyer, its employees and agents, against any and all claims,
<br />damages, liabifity and courl awards including costs, espenses, and attomey fees and related espenses,
<br />incun~ed as a result of any act or omission by ~~endor, or i[s employees, agents, subcontractors or
<br />assignees, arising oul of or in connec[ion ~~~i[h perfonnance of sen~ices under this PO.
<br />I5. Independent Contrector. Vendor shall perfoim its duties hereunder as an independent conhactor
<br />and no[ as an employee. Neither cendor nor any agent or employee of vendor shall be deemed to be
<br />an agent or employee of buyer. Vendor and its employees and agents are not enlitled to
<br />unemployment insw~ance or workers compensation benefits through buyer and buyer shall not pay for
<br />or othenvise procide such coverage for vendor or any of its agents or employees. Unemployment
<br />insurance benefits will be available to vendor and its employees and age~ts only if coverage is made
<br />available by vendor or a third party. Vendor shall pay when due all applicable employment, income,
<br />and local head taxes incwred pursuant to this PO. Vendor shall not have authoriiation, express or
<br />implied, to bind buyer to any agreement, liability or understanding, except as expressly set forth
<br />herein. Vendor shall (a) provide and keep in force workers' compensation and unemployment
<br />compensalion insurance in the amounls required by law, (b) provide proof Ihereof when requested by
<br />buyer, and (c) be solety responsible for its acts and those of its employees and agents.
<br />16. Communicetion. All communication concemmg administration of this PQ prepared by vendor
<br />tbr buyer's use, shall be Cumished solely to purchasing agent.
<br />17. Compliance. Vendor shall strictly comply with all applicable federal and sta[e laws, rules, and
<br />regulations in effect or hereafler established, including, without limitation, laws applicable to
<br />discriminalion and unfair employment practices.
<br />18. h~surance. Vendor shall obtain, and maintain, at all times during the [enn of this PO, insurance as
<br />specified in the solicitation, and provide proof of such coverage as requested by purchasing agent.
<br />19. Termination Prior to Shipment. If cendor has nof accepted this PO in wri[ing, buyer may cancel
<br />this PO by written or oral notice [o vendor prior to shipment of goods or commencement of services.
<br />20. Termination for Cause. (a) If vendor cefuses or fails to timely and properly perfonn any of its
<br />obligations under this PO with such diligence as will ensure its comple[ion within the time specified
<br />hereiq buyer may notify vendor in wri[ing of non-performance and, if not corrected by vendor within
<br />[he time specified in the notice, tennina[e vendor's right to proceed with the PO or such part thereof as
<br />ro which there has been delay or a failure. Vendor shall continue perfonnance of this PO to the extent
<br />not tenninated and be liable for excess cosls incutted by buyer in procuring similar goods or services
<br />elsewhere. PaNnent for completed services perfoimed and accepled shall be at the pnce set forih in
<br />this PO. (b) Buyer may withhold amounts due to ~~endor as buyer deems necessary to reimburse buyer
<br />for excess costs incun~ed in cunng, completing or procw~ing similar goods and services.(c) If after
<br />rejection, revocation, or other tennma[ion of ~endor's right to proceed under ihe CUCC or this clause,
<br />buyer determines for any reason fhat vendor was nol in default or [he delay was excusable, the righ[s
<br />and obligations of buyer and vendor shall be the same as if the no[ice of tennination had been issued
<br />pursuan[ lo terminalion under §21.
<br />21. Termina[ion in Public InteresL Buyer is entering mto this PO for the purpose of cartying out the
<br />public policy of the State, as detennined by i~s Qovemor, General Assembly, and Courts. If this PO
<br />ceases ro furiher the public policy of the State, buyer, in its sole discretion, may [e~minate this PO in
<br />whole or in pait and such tennination shall not be deemed to be a breach of buyer's obligations
<br />hereunder. This section shall not apply to a termination for vendor's breach, which shall be govemed
<br />by §20. Buyer shall give written notice of tennination to vendor specifying the part of the PO
<br />tenninated and a~hen tennination becomes effec[ive. Upon receipt of no[ice of tennination, vendor
<br />shall not inwr further obligations excep[ as necessary to mitigate costs of perfonnance. For services
<br />or specialty marmfactured goods, buyer shall pay (a) reasonable settleinent expenses, (b) the PO price
<br />or rate for supplies and sen~ices delivered and accepteA, (c) reasonable costs of perfonnance on
<br />unaceepfeA supplies and services, and (d) a reasonable profif for Ihe unaccepted work. For existing
<br />goods, buyer shall pay (e) ~rzsonable settlement expenses, (fl the PO price for goods delivered and
<br />aceepted, (g) reasonable eosts incmTed in preparation for delivery of [he undelivered goods, and (N) a
<br />reasonable protit for fhe preparatory work, Buyer's tennination liability under this section shall not
<br />exceed the rotal PO price plus a reasonable cost for settlement expenses. Vendor shall submit a
<br />lenninafion proposal 2nd reasonable supporting dowmentafioq and cost and pricing data as required
<br />by CRS §24-106-101, upon request oF buyer.
<br />22. PO Approval. This PO shall not be valid unless if is executed by purchasing agent Buyer shall
<br />not be responsible or liable for products or services delivered or perfonned prior to proper execu[ion
<br />hereof.
<br />23. Fund Availability. Financial obligatfons of buyer payable after the wrrent fscal year are
<br />contingent upon funds for that pu~pose being appropriated, budgeted and othenvise made available. If
<br />this PO is funded in w-hole or in part with federal funds, Ihis PO is subject to and contingent upon the
<br />con[inuing availability of federal funds for the purposes hereof. Buyer represen[s that if has set aside
<br />sufficient funds to make payment for goods delivered in a single inslallment, in accordance with the
<br />tenns of this PO.
<br />24. Choice of Law. State la~vs, rules and regulations shall be applied in the in[eipre[a[ion, exewtion,
<br />and enForcement of this PO. The CUCC shall govem this PO in the case of goods unless othenvise
<br />agreed in this PO. Any provision included or fncoiporated herein by reference which conflic[s wi[h
<br />such laws, rules, and regulations is null and void. Any provision incorporated herein by reference
<br />which purports to negate this or any other provision in this PO in whole or in part shall not be valid or
<br />enforceable or available in any action at law, whether by way of complaint, defense, or othenvise.
<br />Unless o[heni~fse specified in the solicitation or this PQ venue for anyjudicial or administrative
<br />action aiising out of or in connection with [his PO shall be in Denver, Colorado. Vendor shall exhaust
<br />administrative remedies in CRS §?4-109-106, prior to commencing anyjudicial action against buyer.
<br />25. Public Cootrac[s (or Services. [Not Applicahle In njjer, ic~wanre, or w!r ajsecuriBes,
<br />invr.qmenl advisnry service.w fund managemenl servire.ti yMn+~red prnjrcfs, inlergnvernmenlal
<br />POs, or
<br />injormu~ion teehnology servirrs nr produra and service.r] Vendor ce~tifies, warran[s, and agrees that
<br />it does nol knowingly employ or contract with an illegal alien who will perfonn work under this PO
<br />and will confinn the emplo}~nent eligibility of all employees who are newly hired for e~nployment in
<br />the United States [o cerfonn work under this PO, through participation in the E-Verify Program or the
<br />Departmen[ program established pursuanl to CRS $8-17.5-10'_(5)(c), Vendo~ shall not knowingly
<br />employ or contract with an illegal alien to oerfo`m work under this PO or enter inta a contract or PO
<br />with a subcontractor that Fails to cenify to vendor that [he subcontractor shall not knowingty employ
<br />or contract with an iliegal alien [o nerFonn work under this PO. Vendor shall (a) not use E-Verify
<br />Program or Department program procedures to undertake pre-employment screening ofjob applicants
<br />during performance of this PO, (b) notify subconhactor and buyer within three days if vendor has
<br />actual knowledge that subcontractor is employing or wntracting with an illegal alien for work under
<br />this PO, (c) tennina[e the subcontrac[ if subwnhactor does not stop employing or contrac[ing with the
<br />illegal alfen within three days of receiving notice, and (d) comply with reasonable requests made in
<br />ihe course oFan imestigaiion, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado
<br />Department of Labor and EmploymenL If vendor participa[es in the Departmenl probnam, vendor
<br />shall delicer to the buyer a wril[en, notarized affinnaGon that vendor has ezamined the legal work
<br />status of such employee, and shall comply with all of the other require~nents of the Department
<br />program. If cendor fails fo wmply with any requirement of this provision or CRS §8-17.5-101 et seq.,
<br />buyer may tenninate [his PO tbr breach and, if so ferminated, vendor shall be liable for damages.
<br />26. Public Con[racfs wi[h Na[ural Persons. Vendor, if a natural person eigh[een ( I S) years of age or
<br />older, hereby swears and affiims under penalty of perjury that he or she (a) is a citizen or otherwise
<br />lawfWly present in the Unfted S[ates pursuant to federal law, (b) shall comply with the provisions of
<br />CRS Q?4-76.5-101 et seq., and (c) has produced a fonn of identificalion required by CRS ¢?4-76.5-
<br />103 prior ro the date ~ endor delivers goods or begins perfonning services under terms of the PO.
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