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Pur�has�
<br />1. O1Ter/Acceptance. lf this purchase order ("PO") refers to vendor's bid or proposal, this PO is an
<br />ACCEPTANCE of vendor's OFFER TO SELL in accardance with the terms and conditions of the
<br />"solicitatiod' identified in vendor's bid or proposal. The solicitation includes a¢ RFP, IFB, ar eny o8�er
<br />farm of order by buyer. ]f a bid or proposal is not referenced, this PO is en OFFER TO BUY, subject ta
<br />vendor's acceptance, demonstrated by vendor's performance or written acceptance of this PO. Any
<br />COl)NTER-OFFER TO SELL automatically CANCEL,S this PO, unless a change order is issued by
<br />buyer accepting a counter-offer. 'Ihis PO shail supersede and control over any vendor form(s) or part(s)
<br />tt�ereof included in or attached to any bid, proposal, offer, aclmowledgment, or otherwise, in the event
<br />of inconsistencies ar contradictions, regardless of any statement to the contrery in such fom�(s) or parts
<br />thereof. 2. Safety Information. All chemicais, equipment and materials proposed and/or used in the
<br />pedonnance of this PO shall confonn to the requirements of the Occupational Safety and Health Act of
<br />1970. Vendor shall furoish all Material Safety Data Sheets (MSDS) for any regulated chemicals,
<br />equipment or hazardous materials at the time of delivery.
<br />3. Changes. Vendor shall fumish products end/or services stricUy in accordance with the specifications
<br />and price set forth for each item. This PO shall not be modified, superseded or othenvise altered,
<br />except in writing signed by purchasing agent and accepted by vendor. Each shipment received or
<br />service performed shall comply with the terros af this PO, nohvithstanding invaice terms or acts of
<br />vendor to the contrary, unless this PO has been madified, superseded or otherwise altered in
<br />accordance with this section.
<br />4. Delivery. Unless otherwise specified in the solicitalion or this PO, delivery shall be FOB destination.
<br />Buyer is relying on the promised delivery date, installation, and/or service performence set forth in
<br />vendor's bid or proposal es material and basic to buyer's acceptance. If vendor fails to deliver or
<br />perform as and when promised, buyer, in its sole discretioa, may cancel its order, or any pert thereof,
<br />without prejudice to its other rights, retum el] or pert of any shipment so made, and charge vendor with
<br />any loss or expense sustained as a result of such failure to deliver or pedorm as promised. Time is of
<br />the essrnce.
<br />S. lntellectual Property. My softwaze, reseazch, reports, studies, data, photographs, negatives or other
<br />documents, drawings or materials (collectively
<br />"materials") delivered by vendor in performence of its
<br />obligations under this PO shall be the exclusive properly of buyet. Ownership rights shell include, but
<br />not be limited to, the right to capy, publish, display, hansfer, prepare derivative works, or othenvise
<br />use the materials. Vendor shall comply with all applicable C�ber Secucity Policies of the State af
<br />Colorado (the "Stete"), or buyer, as applicable, and all confidentiality and non-disclosure agreements,
<br />secwity controls, and reporting requirements.
<br />6. Quality. Buyer shall be the sole judge in determining "equals" with regard to quelity, price and
<br />performance. All products delivered shall be newly manufachued and the cucrent model, unless
<br />otherwise specified.
<br />7. Warranties. All provisions and remedies of the Calorado l)niform Commercial Code, CRS, Title 4
<br />("CUCC"), relating to implied and/or express warsanties aze incorporated herein, in addition to any
<br />warranties contained in this PO or the specifications.
<br />8. Inspection and Acceptance. Final acceptance is contingent upon completion of all applicable
<br />inspection p7ocedures. If products or services fail to meet any inspectian requirements, buyer may .
<br />exercise all of its rights, including those provided in the CUCC. Buyer shall have the right to inspect
<br />services prouided under this PO at all reasonable times and places. "Services" as used in this section
<br />includes services performed or tangible material produced or delivered in the perfoanance of services.
<br />If any of the services do not confonn to PO requirements, buyer may require vendor to pedorm the
<br />services again in conformity with PO requirements, without additional payment. When defects in the
<br />quality or quantity of service cennot be coirected by re-pedormance, buyer may (r) require vendor to
<br />take necessary action to ensure that future performance confonns to PO requirements and (b) equitably
<br />reduce the payment due vendor to reflect the reduced value of the services perFormed. These temedies
<br />do nat limit the remedies otherwise available in this PO, at law, or in equiry.
<br />9. Cash Diseount. The cash discount period will stert &om the later of the date of receipt of acceptable
<br />invoice, or from date of receipt of acceptable products/services at the specified destinalion by an
<br />authorized buyer representative.
<br />10. Taxes. Buyer and the State aze exempt from all federal excise taxes under Chapter 32 of the
<br />Internal Revenue Code (No. 84-730123K] and from all State and local govemment sales and use ta�ces
<br />[CRS, Title 39, Article 26, Parts 1 and II]. Such exemptions apply when materials are purchased for the
<br />benefit of State, except that in certain political subdivisions (e.g., City of Denver) vendar may be
<br />required to pay sales or use ta�ces even though the ultimete product or service is provided to buyer.
<br />Buyer shall not reunburse such sales or use ta�ces.
<br />11. Payment. Buyer shall pay vendor for alt amounts due within 45 days aRer receipt of products m
<br />services and a cocrect notice oF amaunt due. Interest on the unpaid balance s6a11 begin ta accrue on the
<br />46th day at the rate set forth in CRS §24-30-202(24) until paid in full. lnterest shall not acerue if a good
<br />faith dispute exists as to buyer's obligadon to pay al1 or a po�tion of the amount due. Vendor shall
<br />invoice buyer sepazately for interest on delinquent amounts due, referencing the delinquent payment,
<br />number of day's interest to be paid, and applicable interest rate.
<br />12. Vendor Offset [Not AppUcable to /nter-gavernmmtal POs] Under CRS §24-30-202.4 (3.5), the
<br />State Controller may withhold payment under the State's vendor offset intercept system for debts owed
<br />to State agencies for: (a) unpaid child support debts or azreazages; (b) unpaid belances of tax, accrued
<br />interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loens due to the Student
<br />l.oan Division of the Deperhnent of Higher EducaHan; (d) amounts requ'ved to be paid to the
<br />Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final
<br />agency detemtination or judicial action.
<br />t3. Assignment and Successors. Vendar shall not assign rights m delegate duties under t}ris PO, or
<br />subcontract any part of the performance required under this PO, without the express, written consent of
<br />buyer. This PO shall inure to the benefit of end be binding upon vendor and buyer and their respecHve
<br />successors and assigns. Assignment of accounts receivable may be made only upon written notice
<br />fumished to buyer.
<br />14. IndemniTication. If any acticle sold or delivered under this PO is covered by a patent, copyright,
<br />trademark, or applicaUOn therefore, vendor shall indemnify and hold harmless buyer from any and all
<br />loss, liability, cost, expenses and legal fees incu�red on account of any claims, legal actions or
<br />judgments arising out of manufacture, sale or use of such srticle in violation or infringemrnt of rights
<br />under such patent, copyright, trademark or applicallon. If this PO is for services, vendor shall
<br />indemnify save, and hold hamiless buyer, its employees and agents, against any and all claims,
<br />damages, liability and court awards including costs, expenses, and attomey fees and related expenses,
<br />incurred as a result of any act or omission by vendor, or its employees, agents, subconVactors or
<br />assignees, azising out of or in connection with performance of services under t6is PO.
<br />I5. Independent Contractor. Vendor shall perf'orm its duties hereunder as an independent contractor
<br />and not as an employee. Neither vendor nor any agent or emp7oyee of vendor she116e deemed to be an
<br />agent or employee of buyer. Vendor and its employees and agents are not entitled to unemployment
<br />insurance or workers compensation benefits through buyer and buyer shell not pay for ot otherwise
<br />provide such coverage for vendor or any of its agents or employees. Unemployment insurance benefits
<br />will be availeble to vendor and its employees and agents only if coverage is made available by vendor
<br />or a thud party. Vendor shall pay when due all applicable employment, income, and local head taxes
<br />incurred pursuant to this P0. Vendor shall not have authorizetlon, express or implied, to bind buyer to
<br />any agreement, liability or understending, except es expressly set forth herein. Vendor shall (a) provide
<br />end keep in force workers' compensation and unemployment compensation insurance in t6e amounts
<br />required by law, (b) provide proof thereof when requested by buyer, and (c) be solely responsible fo:
<br />its acts and those of its employees and agents.
<br />16. Communintion. All commuaication canceming administration of this PQ prepared by vendor for
<br />buyer's use, shall be fumished solely to purchasing agent.
<br />17. Compliance. Vendor shall strictly comply with ell applicable federal and state laws, niles, end
<br />regulations in effect or hereafter established, including, without limitation, laws applicable to
<br />discriminaHon and unfair employment practices.
<br />18. Insursnca Vendor sha11 obtain, and maintain, at a11 dmes during the term of tLis PO, insmance as
<br />specified in the solicitadon, and provide proof of such coverage es requested by purcLasing agent.
<br />19. Termination Prior to Shipment. If vendor has not accepted iLis PO in writlng, buyer may cancel
<br />this PO by written ar oral notice to vendor prior to shipment of goods or commencement of services.
<br />20. Termination for Cause. (a) If vendor refuses or fails to timely and properly perfoim any of its
<br />obligations ander tl�is PO witti such diligence as will ensure its camplerion within the time specified
<br />hereiq buyer may notify vendor in writing of non-perFormence and, if not cartected by vendor within
<br />the time specified in the notice, temtinate vendor's rig6t to proceed with t6e PO or such part thereof as
<br />to which there has been delay or a failure. Vendor shail continue perfom�ance of this PO to the extent
<br />not te�tninated and be liable for excess costs incwmd by buyer in procuring similar goods or services
<br />elsewhere. Payment for completed services perfarmed and accepted shall be at the price set fo:th in this
<br />PO. (b) Buyer may withhold emoimts due to vendor as buyer deems necessary to nimburse 6uyer for
<br />excess casts incutred in curing, complefing or procuring similar goads and services.(e) If after
<br />rejec6on, revoca6on, or ot6er tecmina6on of vendor's right to proceed under the CUCC or this clause,
<br />buyet detemunes for any reason thet vendor was not in default or the delay was accusa6le, the rights
<br />and obligations of buyer and vendor shall be the same as if the notice of tem�ination had been issued
<br />pursuant ro te�minatlon under §21.
<br />21. Termination in Public Interest. Buyet is entering inta iltis PO for Ihe purpose of cavying out the
<br />public policy of the State, as deteimined by its Govemor, General Assembly, end Coiuts. If this PO
<br />ceases to fucther the public policy of the State, buyey in its sole discretioq may terminate this PO in
<br />whole or in part and such trnnination shall nat be deemed to be a breach of buyet's obligations
<br />hereuniler. This section shall not apply to a tecmination for vendar's breach, which shall be govemed
<br />by §20. Buyer shell give written notice of terminedon to vendor specifying the part of the PO
<br />temilnated and when terminadon becomes effective. Upon receipt of notice of temtinatioq vendor
<br />shall not incur fiuther obligadons except as necessary to mitigate costs of performance. For services or
<br />specially manufactured goods, buyer shall pay (a) reasoaable settlement expenses, (b) the PO price or
<br />rate for supplies and services delivered and accepted, (c) reasonable costs of perfoimance on
<br />unaccepted supplies and services, and (d) a reasanable prafit for the unaccepted work. Foi existing
<br />goods, buyer shall pay (e) reasonable settlement expenses, (fl the PO price for goods delivered and
<br />accepted, (p� reasonable costs incucred in preparalion For delivery of thffimdelivered goods, and (h) a
<br />reasonable pro5t for the preparatory work. Buyei s temtinallon liability ury�tltis section shall not
<br />exceed the total PO price plus a reasonable cost for settlement expenses. Vendtu shall submit a
<br />temunaNan proposal and reasonable supporting documentatioq and cost and pricing data as required
<br />by CRS §24-106-101, upon request of buyer.
<br />2I. PO Approval. This PO shall not be valid unless it is executed by purchasing agent. Buyer shall not
<br />be responsible or liable for products ar services delivered or perfoimed prior to proper executlan
<br />hereof.
<br />23. Fund Avsilability. Financial obligations of buyer payable after the current Sscal year are
<br />contingent upon funds for that purpase 6eing appropriated, budgeted and otherwise made availa6le. If
<br />this PO is funded in whole or in part with federal funds, tlris PO is subject to and contingent upon the
<br />contlnuing availability of federal funds for the pucposes hereo£ Buyer repiesents that it bas set aside
<br />sufficient funds ta malce payment For goads delivered in a single installment, in accordance with the
<br />terms of this PO.
<br />24. Choice of Law. State laws, rules and regulatlons shall be applied in the interpretation, execution,
<br />and enforcement of this PO. The CUCC shall govem this PO in the case of goods unless otherwiae
<br />agreed in this PO. Any provision included or incoiporated hetein by reference which conflicts with
<br />such laws, rules, and regulatlons is null and void. Any provision incotporated herein by reference
<br />which pwports to negate this or any other provision in this PO in whole or in pert shall not be valid or
<br />enforceable or available in any action at law, whether by way of coroplaint, defense, or othenvise.
<br />Unless otherwise speci5ed in the solicitation or this PO, venue for eny judicial or administrarive actlon
<br />arising out of or in connection wiUt this PO shell be in Denver, Colorado. Vendor shal] e�chaust
<br />administra6ve remedies in CRS §24-109-106, prior to commencing any judicial acdon against buyer.
<br />25. Publk Contracts for Servicea. [Not Applicabk to oJjn, lss�ance, or sale ojsecr�ritJes,
<br />lnvestment advlsory aervices, fund reanagemeet seivtces, sponsored projects, 3ntergovernmenta!
<br />POs, or tnforma�ion [echnology servlces or products ond savkes] Vendor certifies, warsants, and
<br />agrees that it does not Imowingly employ or contract with an illegel alien who will perform work under
<br />t6is PO and will confum the employment eligibility of all employees who are newly hired for
<br />employtnent in the United States to oerfarm wotk under t6is PO. through participatlon in the E-Verify
<br />PraBram or the Depar6nent program established pursuent to CRS §8-17.5-102(5)(e), Vendor shall not
<br />knowingly employ or contract with an illegal alien to pedo�m work under this PO or enter into a
<br />contract or PO with a subcontractor that fails to certify to vendor that the subcanuactor shall not
<br />Imowingly employ or conhact with an illegal alien to perfarm work under this PO. Vendor shall (a) not
<br />use E-Verify Pragram or Depar[ment progrem procedures to underteke pre-employment screening of
<br />jo6 applicants during performance of t6is PO, (b) nodfy subcontractor and buyer within three days if
<br />vendor has actual Imowledge that subcontracior is employing or contracting with an illegal alien fot
<br />work imder this PO, (c) terminate the subcontract if subconttactor does not stop emplaying or
<br />contractirg with the illegal alien within three days of receiving notice, and (d) comply with reasonable
<br />requests made in the caurse of en investigafion, undertaken pursuant to CRS §8-17.5-102(5), by the
<br />Colarado Department of l.abor end Employmenk lf vendar participates in the Departrnent program,
<br />vendor shall deliver to the buyer a written, notarized affuma6on that vendor 6as examined the legal
<br />work status of such employee, and shall comply with alt of the other requirements of t6e Deparhnent
<br />program. If vrndor fails to comply wit6 any requirement of this provision or CRS §8-17.5-101 et seq.,
<br />buyer may terminate this PO for breach and, if so terminated, vendor shall be liable for damages.
<br />26. Pu61ic Contracts with Natural Peroons. Vendor, if a natwal person eighteen (18) years of age or
<br />older, hereby swears and affums under penalty of perjury that he or she (a) is a citizen or otherwise
<br />lawfully present in the United States pursuent to federel law, (b) shall comply with the provisions of
<br />CRS §24-76.5-101 et seq., and (c) has produced a fotm of idenpScation required by CRS §24-76.5-103
<br />prior ta the date vendm delivers goods or begins perfotming services under terms of the PO.
<br />Effective Date 01/01/09
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