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1. OffedAcceptauce. If this purchase order ("PO") refers to vendor's bid or proposal, this PO is an
<br />ACCEPTANCE of vendor's OFFER TO SELL in accordance with the tenns and conditions of the
<br />"solicitation" identified in vendor's bid or proposal. "Che solici[ation includes an RFP, IFB, or any
<br />other fonn of order by buyer. If a bid or proposal is no[ referenced, this PO is an OFFER TO BW,
<br />subjec[ to vendor's acceptance, demonstrated by vendor's perfonnance or written acceptance of tlils
<br />PO. Any COLINTER-OFFER TO SELL automaticalty CANCELS this PO, wless a change order is
<br />issued by buyer accepting a counter-offer. Tlils PO shall supersede and con[rol over any vendor
<br />form(s) or part(s) [hereof induded in or attached ro any bid, proposal, offer, acknowledgme~t, or
<br />othenvise, in the event of inconsistencies or contradictions, regardless of any statement to [he contrary
<br />in such fonn(s) or parts thereof. 2. Safety Intormation. All chemicals, equipment and materials
<br />proposed anNor used in the perfonnance of [his PO sha.ll confonn to the require~nents of the
<br />Occupational Safety and Health Act of 1970. Vendor shall fumish all Material Safety Data Sheets
<br />(MSDS) for any regulated chemicals, equipment or hazardous maferials at the time of delivery.
<br />3. C6anges. Vendor shall fwnish products and/or services strictly in accordance with the
<br />specifications and price set forth for each item. This PO shall not be modified, supersedeA or
<br />othenvise altered, except in writing signed by purchasing agent and accepted by vendor. Each
<br />shipmen[ received or service pedormed shall comply wi[h the te~ms of this PO, nohvithstanding
<br />invoice tenns or acts of vendor to the contrary, unless this PO has been modified, superseded or
<br />othenvise altered in accw~dance with this sec[ion.
<br />4. Delivery. Unless o[henvise specified in [he solici[ation or this PO, delivery shall be FOB
<br />destination. Buye~~ is xelying on the promised delivery date, installation, anNor service perfonnance
<br />set forth in vendor's bid or proposal as matenal and basic to buyer's acceptance. If vendor fai]s to
<br />deliver or perform as and when promised, buyer, in its sole discretion, may cancel its order, or any
<br />part thereof, withou[ prejudice to its other righ[s, retum all or part of any shipment so made, and
<br />charge vendor with any loss or expense sus[ained as a resuit of such failure to deliver or perform as
<br />promised. Time is of the essence.
<br />5. Intellectual Property. My software, research, reports, sNdies, data, photographs, negatives or
<br />other docwnents, drawings or materials (collec[ively
<br />"materials") delivered by vendor in perfonnance of its
<br />obligations under this PO shall be [he exclusive property of buyer. Ownership righ[s shall indude, bu[
<br />not be limited [o, the right to copy, publish, display, transfer, prepaze derivative works, or o[henvise
<br />iue the materials. Vendor shall comply with all applicable Cyber Security Policies of [he State of
<br />Colorado (the "State'7, or buyer, as applicable, and all confidentiality and non-disclosure agree~nents,
<br />security controls, and reporting requirements.
<br />6. Quality. Buyer shall be the sole judge in de[ennining "equals" with regard ro quality, pnce and
<br />performance. All products delivered shall be newly manufactured and the current model, unless
<br />othenvise speciHed.
<br />'7. Warranties. All provisions and remedies of the Colorado Unifoan Commercia! Code, CRS, Title 4
<br />("CUCC"), relating [o implied and/or express wazranties aze incorporated herein, in addition to any
<br />warzanties con[ained in tivs PO or the specifications.
<br />8. InspecNon and Acceptance. Final acceptance is confingent upon completion of all applicable
<br />inspection procedures. If products or services fail to meet any inspection require~nents, buyer may
<br />exercise all of its rights, including those provided in [he CUCC. Buyer shall have the nght to inspec[
<br />services provided under this PO at all reasonable times and places. "Services" as used in this sec[ion
<br />includes services performed or tangible matenal produced or delivered in the perfoimance of services.
<br />If any of the services do not wnform to PO requirements, buyer may require vendor to perfonn the
<br />services again in conformity with PO requirements, wi[hout additional payment. When defects in the
<br />quality or quantity of service canno[ be wrrected by re-perfortnance, buyer may (a) require vendor lo
<br />take necessary action to ensure that future perfonnance confom~s to PO requireme~ts and (b)
<br />equitably reduce the payment due vendor to reFlec[ [he reduced value of the services performed. These
<br />remedies do no[ limit the remedies othenvise available in [his PO, at law, or in equiry.
<br />9. Cash Discouut. The cash discoun[ period will staR from the la[er of [he date of receip[ of
<br />acceptable invoice, or &om date of receipt of acceptable products/services at the specified destination
<br />by an authorized buyer representative.
<br />]0. Taxes. Buyer and the State aze exemp[ from all federal excise taxes under Chap[er 32 of the
<br />]ntemal Revenue Code [No. 84-7301?3K] and from all State and local govemment sales and use
<br />tares [CRS, Title 39, Article 26, Parts I and fI]. Such exemptions apply when matenals are purchased
<br />for [he benefit of Staze, except lha[ in certain political subdivisions (e.g., City of Denver) vendor may
<br />be required to pay sales or use taxes even though the ultimate product or service is provided to buyer.
<br />Buyer shall not reimburse such sales or use taxes.
<br />11. Peyment Buyer shall pay vendor for all mnounts due within 45 days aRer receipt of products or
<br />se~vices and a coireM notice of amount due. Interes[ on [he unpaid balance shall begin to accrue on
<br />the 46th day a[ the rate set forth in CRS §24-30-20?(?4) until paid in full. Interest shall not accrue if a
<br />good faith dispute exists as to buyer's obligation to pay all or a portion of the amount due. Vendor
<br />shall invoice 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. Veudor Of[set. [Not Applicable to /nrewgovernmentaf POs] Under CRS §?430-20?R (3.5), [he
<br />State Controller may withhold payment mder the State's vendor offset intercept syslem for deb[s
<br />owed to State agencies for: (e) unpaid child support debts or azrearages; (b) unpaid balances of tax,
<br />accrued interest, or other charges specified in CRS §39-21-101, et seq.; (e) unpaid loans due to the
<br />S[udent Loan Division of the Department of Higher Education; (d) a~nounts required to be paid to the
<br />Unemployment Compensation Fund; and (e) other uopaid debts owing to the State as a resul[ of final
<br />agency detennination orjudicial ac[ion.
<br />13. Assignment and Successors. Vendor shall not assign righ[s or delegate duties under this PQ or
<br />subcontract any part of [he performance required under this PO, without [he express, writlen consent
<br />of buyer. This PO shall inure to the benefit of and be binding upon vendor and buyer and their
<br />respec[ive successors and assigns. Assignment of accounts receivable may be made only upon writlen
<br />nolice fumished to buyer.
<br />14. IndemnificaHon. If any article sold or delivered under this PO is covered by a patent, copyright,
<br />trademark, or application therefore, vendor shall indemnify and hold hatmless buyer from any and all
<br />loss, liability, cost, expenses and legal fees incurted on account of any claims, legal actions or
<br />judgmen[s arising out of manufacture, sale or use of such artide in violation or infringe~nent of ngh[s
<br />under such patent, copyright, trademark or application. if this PO is for services, vendor shall
<br />indemnify, save, and hold harmless buyer, ifs employees and agents, against any and al} da+ms,
<br />da~nages, liability a~d court awards including costs, expenses, and attomey fees and related expenses,
<br />incutted as a result of any ac[ or omission by vendor, or its e~nployees, agents, subwntractors or
<br />assignees, arising out of or in connection with performance of services under this P0.
<br />I5. Indepeuden[ Contrecror. Vendor shall perfonn its duties hereunder as an independent contrac[or
<br />and no[ as an employee. Neither vendor nor any agent or employee of vendor shall be deemed [o be
<br />an agent or employee of buyer. Vendor and its e~nployees and agents are no[ entitled to
<br />unemployment inswance or workers compensation benefits through buyer and buyer shall not pay for
<br />or othenvise provide such coverage for vendor or any of its agents or employees. Unemplo}nnent
<br />insurance benefi[s will be available to vendor and its employees and agents only if wverage is made
<br />available by vendrn~ or a third party. Vendor shall pay when due ail applicable employment, income,
<br />and local head taxes incutted pursuanl lo this PO. Vendor sha11 not have authorizatian, express or
<br />implied, to bind buyer to any agreement, IiabiliTy or understanding, except as expressly set forth
<br />herein. Vendor shall (a) provide and keep in force workas' compensazion and unemployment
<br />compensation insurance in [he amounts required by law, (b) provide proof thereof when reques[ed by
<br />buyer, and (c) be solely responsible for its acts and those of its employees and agents.
<br />16. Commuuication. All wrmnunication conceming adminis[ration of this PO, prepared by vendor
<br />for buyer's use, shall be furnished solely to purchasing agent.
<br />17. Compliance. Vendor shall strictly comply with al] applicable federal and s[ate Iaws, rules, and
<br />regulations in efFect or hereafter established, including, without limi[ation, laws applicable to
<br />discrimination and unfair employment practices.
<br />18. Iosuraoce. Vendor shall obtain, and maintain, at all times during the term of this PO, insurance as
<br />specified in the solicita[ion, and provide proof of such coverage as requested by purchasing agenl.
<br />19. Termina[ioo Prior to Shipment. If vendor has not accepted this PO in writing, buyer may cancet
<br />this PO by written or oral no[ice to vendor prior to shipment of goods or commencemeot of services.
<br />20. Termiuetion for Cause. (e) If vendor refuses or fails to timely and propedy perfonn any of its
<br />obligations under this PO with such diligence as will ensure its completion within the time specified
<br />herein, buyer may no[ify vendor in wri[ing of non-perfonnance and, if not rnnected by vendor within
<br />the time specified in the notice, terminate vendor's right to proceed with the PO or such part thereof as
<br />to which there has been delay or a failure. V endor shall wntinue perfortnance of [his PO to [he extent
<br />not tenninated and be liable for excess costs incurted by buyer in procuring similaz goods or secvices
<br />elsewhere, Payment for completed services perfonned and acc~ted shall be at the price set forth in
<br />this PO. (b) Buyer may withhold amounts due to vendor as buya~ deems necessary to reimburse buyec
<br />for excess costs incmred in curing, completing or procuring similar goods and services.(c) If after
<br />rejectian, revocazion, or o[her tennination otvendor's right to proceed under the CUCC or this clause,
<br />buyer determines for any reason that vendor was not in default or the delay was excusable, [he rights
<br />and obligations of buyer and vendor shall ba the same as if the notice of tennination had been issued
<br />pursuant to termination under §? I.
<br />21. TerminaNon in Public Interest. Buyer is entenng into this PO for the putpose of carrying out the
<br />public policy of the State, as detennined by its Govemor, General Assembly, and Courts. If this PO
<br />ceases [o further the public policy of the State, buyer, in its sole discretion, may tera~inate this PO in
<br />wHole or in part and such te~mina[ion shall not be dee~ned to be a breach of buyer's obliga[ions
<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 tetminafion to vendor specifying the part of [he PO
<br />temiinated and when tennination becomes effective. Upon receipt of nofice of termination, vendor
<br />shall not incur further obligafions except as necessary to mitigate costs of performance. For services
<br />or specially manufactured goods, buyer shall pay (a) reasonable settlement expenses, (b) the PO price
<br />or rate for supplies and services delivered and accepted, (c) reasonable wsts of perfoimance on
<br />unaccepted supplies and services, and (d) a reasonable profit for the unaccepted work. For existing
<br />goods, buyer shall pay (e) reasonable settlemen[ expenses, (~ ffie PO price for goods delivered and
<br />accepted, (g) reasonable costs incutted in prepazation for delivery of the undelivered goods, and (6) a
<br />reasonable profit for [he preparatory work. Buyer's temtination liability under this sec[ion shall not
<br />exceed the total PO price plus a reasonable wst for settlement expenses. Vendor shall submit a
<br />[e~mination proposal and reasonable supporting docwnentaUOn, and cost and pricing data as required
<br />by CRS §34-106-101, upon request of buyer.
<br />22. PO Approval. This PO shall not be valid unless it is executed by purchasing agent. Buyer shall
<br />no[ be responsible or liable for products or services delivered or perfonned pnor to proper execution
<br />hereof.
<br />23. Fund Avaita6itity. Financial obliga[ions of buyer payable a@er the current fisca] year are
<br />contingent upon fmds for that piupose being approp~iated, budgeted and othenvise made available. If
<br />this PO is funded in whole or in part with federal funds, this PO is subjed to and wnringent upon the
<br />continuing availability of federal funds for the purposes hereof. Buyer represents tha[ it has set aside
<br />sufficient funds to make pa}~nen[ for goods delivered in a single installmert, in accordance with [he-
<br />tenns of this PO.
<br />24. Choice of Law. State laws, ivles and regulations shall be applied in the inteipretation, execution,
<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 incorporated herein by reference which contlicts wi[h
<br />such laws, niles, 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 complain[, defense, or othenvise.
<br />Unless otherwise specifieA in Ihe solici[ation or this PO, venue for any judicial or adminisha[ive
<br />action arising out of or in connection with this PO shall be in Denver, Colorado. Vendor shall exhaust
<br />adminis[rative remedies in CRS §24-]09-106, prior ro w~mnencing anyjudicial action against buyer.
<br />25. Public Contracts for Services. [NotApplicable to oA`er, issuance, ar sa(r ojxcurities,
<br />invesrment advisory services, jund management services, sponsnred projects, intergovernmenta[
<br />POs, or
<br />information technology services nr proAucts and srrvices] Vendor ceiYifies, wartants, and agrees tha[
<br />it does not knowingly employ or contraa with an illegal alien who will perfonn work under this PO
<br />and will wnfirm the emplo}~nent eligibility of all employees who are newly hired for employment in
<br />the United S[ates to nerfonn work under this PO, through paRicipation in the E-Verify Program or [he
<br />Department program established pursuant to CRS §8-17.5-102(5)(c), Vendor shall not knowingly
<br />employ or contract with an illegal alien [o oerfonn work under this PO or enter into a contract or PO
<br />with a subconhactor that fails [o ceRify to vendor that the subcontractor shall not knowingly employ
<br />or contract with an illegal alien to oerform work under [his PO. Vendor shatl (a) not use E-Verify
<br />Program or Department program procedures to wdertake pre-emploNnent screening of job applicants
<br />during perfonnance of this PO, (b) notify subcontractor and buyer within three days if vendor has
<br />actual knowledge that subcontracror is employing or contracting with an illegat alien for work under
<br />[his PO, (c) [e`minate the subcontract if subcontrac[or does not srop employing or contrac[ing with the
<br />illegal alien within [hree days of receiving notice, and (d) comply with reasonable requesls made in
<br />the course of an investiga[ion, undeRaken pursuant to CRS §8-17.5-102(5), by the Colorado
<br />Department of Iabor and Employment. If vendor participates in the Departtnent program, vendor
<br />shall deliver to the buyer a wntten, notarized affinnation that vendor has examined the legal work
<br />status of such employee, and shall compty with all of the other requirements of the Departmen[
<br />program. ]f vendor fails to comply with any requirement of thisprovision or CRS §8-17.5-101 et seq.,
<br />buyer may tenninate this PO for breach and, if so tenninated, vendor shall be liable for damages.
<br />26. Public Contrects with Natural Persons. Vendor, if a natural person eighteen ( l8) years of age or
<br />older, hereby swears and affirms under penalfy of pegury that he or she (a) is a cirizen or othenvise
<br />lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of
<br />CRS §'!476.5-101 et seq., and (c) has produced a fonn of identification requ'ved by CRS §2476.5-
<br />103 prior to the date vendor delivers goods rn begins perfonning services under terms of the PO.
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