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1.Offer /Acceptance. 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 terms and conditions of the
<br />"solicitation" identified in vendor's bid or proposal. The solicitation includes an RFP, IFB, or any other
<br />form of order by buyer. If a bid or proposal is not referenced, this PO is an OFFER TO BUY, subject to
<br />vendor's acceptance, demonstrated by vendor's performance or written acceptance of this PO. Any
<br />COUNTER -OFFER TO SELL automatically CANCELS this PO, unless a change order is issued by
<br />buyer accepting a counter -offer. This PO shall supersede and control over any vendor form(s) or part(s)
<br />thereof included in or attached to any bid, proposal, offer, acknowledgment, or otherwise, in the event
<br />of inconsistencies or contradictions, regardless of any statement to the contrary in such form(s) or parts
<br />thereof. 2. Safety Information. All chemicals, equipment and materials proposed and/or used in the
<br />performance of this PO shall conform to the requirements of the Occupational Safety and Health Act of
<br />1970. Vendor shall furnish 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 furnish products and/or services strictly in accordance with the specifications
<br />and price set forth for each item. This PO shall not be modified, superseded or otherwise altered,
<br />except in writing signed by purchasing agent and accepted by vendor. Each shipment received or
<br />service performed shall comply with the terms of this PO, notwithstanding invoice terms or acts of
<br />vendor to the contrary, unless this PO has been modified, superseded or otherwise altered in
<br />accordance with this section.
<br />4. Delivery. Unless otherwise specified in the solicitation or this PO, delivery shall be FOB destination.
<br />Buyer is relying on the promised delivery date, installation, and/or service performance set forth in
<br />vendor's bid or proposal as material and basic to buyer's acceptance. If vendor fails to deliver or
<br />perform as and when promised, buyer, in its sole discretion, may cancel its order, or any part thereof,
<br />without prejudice to its other rights, return all or part of any shipment so made, and charge vendor with
<br />any loss or expense sustained as a result of such failure to deliver or perform as promised. Time is of
<br />the essence.
<br />5. Intellectual Property. Any software, research, reports, studies, data, photographs, negatives or other
<br />documents, drawings or materials (collectively
<br />"materials ") delivered by vendor in performance of its
<br />obligations under this PO shall be the exclusive property of buyer. Ownership rights shall include, but
<br />not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise
<br />use the materials. Vendor shall comply with all applicable Cyber Security Policies of the State of
<br />Colorado (the "State'), or buyer, as applicable, and all confidentiality and non - disclosure agreements,
<br />security controls, and reporting requirements.
<br />6. Quality. Buyer shall be the sole judge in determining "equals" with regard to quality, price and
<br />performance. All products delivered shall be newly manufactured and the current model, unless
<br />otherwise specified.
<br />7. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Title 4
<br />( "CUCC "), relating to implied and/or express warranties are 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 procedures. If products or services fail to meet any inspection requirements, buyer may
<br />exercise all of its rights, including those provided in the CUCC. Buyer shall have the right to inspect
<br />services provided 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 performance of services.
<br />If any of the services do not conform to PO requirements, buyer may require vendor to perform the
<br />services again in conformity with PO requirements, without additional payment. When defects in the
<br />quality or quantity of service cannot be corrected by re- pefhrmance, buyer may (a) require vendor to
<br />take necessary action to ensure that future performance conforms to PO requirements and (b) equitably
<br />reduce the payment due vendor to reflect the reduced value of the services performed. These remedies
<br />do not limit the remedies otherwise available in this PO, at law, or in equity.
<br />9. Cash Discount. The cash discount period will start from the later of the date of receipt of acceptable
<br />invoice, or from date of receipt of acceptable products/services at the specified destination by an
<br />authorized buyer representative.
<br />10. Taxes. Buyer and the State are exempt from all federal excise taxes under Chapter 32 of the
<br />Internal Revenue Code [No. 84- 730123K] and from all State and local government sales and use taxes
<br />[CRS, Title 39, Article 26, Parts I and 11]. Such exemptions apply when materials are purchased for the
<br />benefit of State, except that in certain political subdivisions (e.g., City of Denver) vendor may be
<br />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. Payment. Buyer shall pay vendor for all amounts due within 45 days after receipt of products or
<br />services and a correct notice of amount due. Interest on the unpaid balance shall begin to accrue on the
<br />46th day at the rate set forth in CRS §24- 30- 202(24) until paid in full. Interest shall not accrue if a good
<br />faith dispute exists as to buyer's obligation to pay all or a portion of the amount due. Vendor shall
<br />invoice buyer separately 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 Applicable to Inter - governmental 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 arrearages; (b) unpaid balances of tax, accrued
<br />interest, or other charges specified in CRS §39 -21 -101, a seq.; (c) unpaid loans due to the Student
<br />Loan Division of the Department of Higher Education; (d) amounts required 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 determination orjudicial action.
<br />13. Assignment and Successors. Vendor shall not assign rights or delegate duties under this 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 and be binding upon vendor and buyer and their respective
<br />successors and assigns. Assignment of accounts receivable may be made only upon written notice
<br />furnished to buyer.
<br />14. Indemnification. 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 harmless buyer from any and all
<br />loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions or
<br />judgments arising out of manufacture, sale or use of such article in violation or infringement of rights
<br />under such patent, copyright, trademark or application. If this PO is for services, vendor shall _
<br />indemnify, save, and hold harmless buyer, its employees and agents, against any and all claims,
<br />damages, liability and court awards including costs, expenses, and attorney fees and related expenses,
<br />incurred as a result of any act or omission by vendor, or its employees, agents, subcontractors or
<br />assignees, arising out of or in connection with performance of services under this PO.
<br />15. Independent Contractor. Vendor shall perform its duties hereunder as an independent contractor
<br />and not as an employee. Neither vendor nor any agent or employee of vendor shall be deemed to be an
<br />agent or employee of buyer. Vendor and is employees and agents are not entitled to unemployment
<br />insurance or workers compensation benefits through buyer and buyer shall not pay for or otherwise
<br />provide such coverage for vendor or any of its agents or employees. Unemployment insurance benefits
<br />will be available to vendor and its employees and agents only if coverage is made available by vendor
<br />or a third party. Vendor shall pay when due all applicable employment, income, and local head taxes
<br />incurred pursuant to this PO. Vendor shall not have authorization, express or implied, to bind buyer to
<br />any agreement, liability or understanding, except as expressly set forth herein. Vendor shall (a) provide
<br />and keep in force workers' compensation and unemployment compensation insurance in the amounts
<br />required by law, (b) provide proof thereof when requested by buyer, and (c) be solely responsible for
<br />its acts and those of its employees and agents.
<br />16. Communication. All communication concerning administration of this PO, prepared by vendor for
<br />buyer's use, shall be furnished solely to purchasing agent.
<br />17. Compliance. Vendor shall strictly comply with all applicable federal and state laws, rules, and
<br />regulations in effect or hereafter established, including, without limitation, laws applicable to
<br />discrimination and unfair employment practices.
<br />18. Insurance. Vendor shall obtain, and maintain, at all times during the term 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 vendor has not accepted this PO in writing, buyer may cancel
<br />this PO by written or 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 perform any of its
<br />obligations under this PO with such diligence as will ensure its completion within the time specified
<br />herein, buyer may noti fy vendor in writing of non - performance and, if not corrected 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. Vendor shall continue performance of this PO to the extent
<br />not terminated and be liable for excess costs incurred by buyer in procuring similar goods or services
<br />elsewhere. Payment for completed services performed and accepted shall be at the price set forth in this
<br />PO. (b) Buyer may withhold amounts due to vendor as buyer deems necessary to reimburse buyer for
<br />excess costs incurred in curing, completing or procuring similar goods and services.(c) If after
<br />rejection, revocation, or other termination of vendor'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, the rights
<br />and obligations of buyer and vendor shall be the same as if the notice of termination had been issued
<br />pursuant to termination under §21.
<br />21. Termination in Public Interest. Buyer is entering into this PO for the purpose of carrying out the
<br />public policy of the State, as determined by its Governor, General Assembly, and Courts. If this PO
<br />ceases to further the public policy of the State, buyer, in its sole discretion, may terminate this PO in
<br />whole or in part and such termination shall not be deemed to be a breach of buyer's yer's obligations
<br />hereunder. This section shall not apply to a termination for vendor's breach, which shall be governed
<br />by §20. Buyer shall give written notice of termination to vendor specifying the part of the PO
<br />terminated and when termination becomes effective. Upon receipt of notice of termination, vendor
<br />shall not incur further obligations except as necessary to mitigate costs of performance. For services or
<br />specially manufactured goods, buyer shall pay (a) reasonable settlement expenses, (b) the PO price or
<br />rate for supplies and services delivered and accepted, (c) reasonable costs of performance on
<br />unaccepted supplies and services, and (d) a reasonable profit for the unaccepted work. For existing
<br />goods, buyer shall pay (e) reasonable settlement expenses, (f) the PO price for goods delivered and
<br />accepted, (g) reasonable costs incurred in preparation for delivery of the undelivered goods, and (h) a
<br />reasonable profit for the preparatory work. Buyer's termination liability under this section shall not
<br />exceed the total PO price plus a reasonable cost for settlement expenses. Vendor shall submit a
<br />termination proposal and reasonable supporting documentation, 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 it is executed by purchasing agent. Buyer shall not
<br />be responsible or liable for products or services delivered or performed prior to proper execution
<br />hereof.
<br />23. Fund Availability. Financial obligations of buyer payable after the current fiscal year are
<br />contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If
<br />this PO is funded in whole or in part with federal funds, this PO is subject to and contingent upon the
<br />continuing availability of federal funds for the purposes hereof. Buyer represents that it has set aside
<br />sufficient funds to make payment for goods delivered in a single installment, in accordance with the
<br />terms of this PO.
<br />24. Choice of Law. State laws, Hiles and regulations shall be applied in the interpretation, execution,
<br />and enforcement of this PO. The CUCC shall govern this PO in the case of goods unless otherwise
<br />agreed in this PO. Any provision included or incorporated herein by reference which conflicts with
<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 otherwise.
<br />Unless otherwise specified in the solicitation or this PO, venue for any judicial or administrative action
<br />arising out of or in connection with this PO shall be in Denver, Colorado. Vendor shall exhaust
<br />administrative remedies in CRS §24- 109 -106, prior to commencing any judicial action against buyer.
<br />25. Public Contracts for Services. [Not Applicable to offer, issuance, or sale of securities,
<br />investment advisory services, fund management services, sponsored projects, intergovernmental
<br />POs, or information technology services or products and services] Vendor certifies, warrants, and
<br />agrees that it does not knowingly employ or contract with an illegal alien who will perform work under
<br />this PO and will confirm the employment eligibility of all employees who are newly hired for
<br />employment in the United States to yerfor r work under this PO , through participation in the E- Verify
<br />Program or the Department program established pursuant to CRS §8- 17.5- 102(5)(c), Vendor shall not
<br />knowingly employ or contract with an illegal alien to perform work under this PO or enter into a
<br />contract or PO with a subcontractor that fails to certify to vendor that the subcontractor shall not
<br />knowingly employ or contract with an illegal alien to perform work under this PO . Vendor shall (a) not
<br />use E- Verify Program or Department program procedures to undertake pre - employment screening of
<br />job applicants during performance of this PO, (b) notify subcontractor and buyer within three days if
<br />vendor has actual knowledge that subcontractor is employing or contracting with an illegal alien for
<br />work under this PO, (c) terminate the subcontract if subcontractor does not stop employing or
<br />contracting with the illegal alien within three days of receiving notice, and (d) comply with reasonable
<br />requests made in the course of an investigation, undertaken pursuant to CRS §8 -17.5- 102(5), by the
<br />Colorado Department of Labor and Employment. If vendor participates in the Department program,
<br />vendor shall deliver to the buyer a written, notarized affirmation that vendor has examined the legal
<br />work status of such employee, and shall comply with all of the other requirements of the Department
<br />program. if vendor fails to comply with any requirement of this provision or CRS §8- 17.5 -101 a seq.,
<br />buyer may terminate this PO for breach and, if so terminated, vendor shall he liable for damages.
<br />26. Pobik Contracts with Natural Persons. Vendor, if a natural person eighteen (18) years of age or
<br />older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise
<br />lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of
<br />CRS §24- 76.5 -101 a seq., and (c) has produced a form of identification required by CRS §24 -76.5 -103
<br />prior to the date vendor delivers goods or begins performing services under terms of the PO.
<br />Effective Date 01/01/09
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