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P���::��ch��e Orde.r T�rm� ��nd C�:nd�ti�vns
<br />l. Offer/Acceptanea If t6is 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 tertns and conditions of the
<br />"solicitat�on" 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 vrndor's perCortnance or written ecceptance of this PO. Any
<br />COLJNT'ER-OFFER TO SELL automatically CANCELS this PO, unless a change order is issucd by
<br />buyer accepting a counter-ofTer. 7'his PO shall supersede and contral over any vendor form(s) or pert(s)
<br />thereof mcluded m or attached to any bid, proposal, offer, acknowled�nenl, or othenvise, m the event
<br />of inconsistenc�es or contradictions, regardlas of any statemrnt to the conVary in sueh fortn(s) or parts
<br />thereof 2. Safety Information. All chemicals, equipment and materials proposed and/or used in the
<br />perforn�ance of th�s PO shall confortn to the requvements of the Occupat�onal Sefery and Health Act of
<br />1970 Vendor shall fumish all Material Safety Data Sheets (MSDS) for any regulated chem�cals,
<br />equipment or hauvdous materials at tha lime of delivery.
<br />3. Chnngn, Vendor shall fumish products and/or services stnctly in acwrdance wilh lhe spec�fications
<br />and price set forth for each �tem This PO shall not be modified, superseded or othenvise altered,
<br />except in wnting signed by purchating agrnt and accepted by vmdor. Each shipment received or
<br />service perfortned shall comply w�th the lertns of this PO, notw�thstanding invoice tertns or acts of
<br />vendor to ihe contrary, unlas this PO hu been modified, superuded or othenvise altered m
<br />accordance with this section
<br />4. Delirery. Unless otherw�se specified in the wlicitation or this PO, delivery shall be FOB desdnahon
<br />Buyer is relying on the promised delrvery date, installation, and/or sen•ice performance set forth in
<br />vendor's b�d or proposal az matenal and basic to buyer's acceptance If vendor fa�ls to deliver or
<br />pedorm as and when promised, buyer, m i�s wle discretion, may cancel its order, or any part thereof,
<br />wi�houl pre�udice to its other ngMs, retum all or part of any shipment so madq and charge vendor with
<br />any loss or expense sustained as a resull of such failure to delrver or perform as promised. Time is of
<br />the essence
<br />5. Intelleclnnl Property. Any software, ruearch, reports, studies, datq photographs, negntives or other
<br />documents, drawmgs or matenals (collectively
<br />"malenals") delrvered by vendor in perfortnance of its
<br />obligutions under this PO shall be the exclusive property of buyer. Ownership rights shall include, but
<br />not bc limned to, the nght to copy, pubhsh, d�splay, trans@r, prepare dcrivative works, or othenvise
<br />use Ihe materials. Vendor shall comply wrth all applicable Cyber Security Policia of the State of
<br />Colorado (the "Stnte"), or buyer, as applicable, and all confidentiality and non-disclosure agreemmts,
<br />secunty controls, and reporting reqwrements
<br />6. Qnnlily. Buyer shall be thc wle judge in determ�n�ng "equals" wrth regard to qualiry, pnce and
<br />performance. All producls del�vered shall be newly manufactured and the curtent model, unless
<br />othenvise specified.
<br />7. �Vnrrnnties. All provisions and rcmcdies of the Colorado Uniform Commercial Code, CRS, Title 4
<br />("CUCC"), relating to implied and/or erpress wartanties are incorporated herein, in addrtion to any
<br />warranlies containcd in this PO or the specifications.
<br />8. Inspection nnd Acceplance. F�nal acceptance �s cont�ngent upon campletion of all applicable
<br />mspection procedures. If products or services fail to meet any inspection requirements, buyer may
<br />exercise all of its rights, including ihose provided in the CUCC. �uyer shall have the right ro inspect
<br />services provided under this PO at all reasonable times and places. "Services" as used in this section
<br />mcludes services performed or tang�ble material produced or delivered in the performance of serv�ces
<br />If any of the scrvices do not conform to PO requiremenls, buyer may require vendor lo perfortn the
<br />services again in confortnity with PO requirements, without additional payment. When defecis in the
<br />quality or quantity of service cannot be corrected by re-performance, buyer may (n) reqwre vendor to
<br />tal:e necessnry action to ensure that future performance conforms lo PO rcqwremenls end (b) eqwtably
<br />reduce the payment due vendor to rellect the reduced vnlue of Ihe services performed. These remedies
<br />do not limit the remcdies othcnvise avnilable in this PO, at law, or in equity.
<br />9. Cnsh Disconnl. The cash discount period will start from the later of the date of receipt of acceptable
<br />im•o�ce, or from date of receipt of acceptable producis/services at the specif ed deslinaUon by an
<br />amhonzed buycr representative.
<br />I0. Tnxes. Buyer and Ihe State are exempt from all fedcral excise taxes under Chnpter 32 of thc
<br />Intemal Revenue Code [No. 84-730123K] and from all Slate and locnl government sales and use taxes
<br />(CRS, Title 39, Article 26, Parts I and 11]. Such exemptions apply when materials ere purchased for Ihe
<br />benefit of Stale, except that in certain polilical 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 buycr
<br />Buyer shall not reimbursc such sales or use laxes.
<br />1l. Pnymenl. Buyer shall pny vendor for all amounts due wilhin 45 days atler rece�pt of producls or
<br />services and a cortect nolice of nmount due. Interest on the unpaid balance shall begin to accrue on the
<br />461h day at the mte set fonh m CRS §?4-30-202(24) unul paid in fulL Interest shall not accrue if a good
<br />fatlh dispute exists as to buyer's obligation to pay all or a portion of the amount due. Vendor shnll
<br />�nvoice buyer separately for interest on delinquent amounts due, referencing the delmquent payment,
<br />number of day's interest to be paid, and applicable interest rate.
<br />12. Vendor Ofl'act. [NofApplicablelo /nfer-gorentmenful POs] Under CRS §24-30-202 4(3.5), thc
<br />Sta�c Controller may withhold payment under the Slale's vendor offsel intcrcept system for debts owed
<br />to State agencies for (n) unpaid child support debls or arrearages; (b) unpaid balances of tax, accrued
<br />mmrest, or other charges specified in CRS §39-21-101, et seq.; (e) unpaid loans due lo the Student
<br />Loan Division of the Department of Highcr Education, (d) amounts required to be paid to the
<br />Unemployment Compensation Fund, and (e) olher unpaid debts owing to the Stale as a result of final
<br />agency determination orjudicial ection
<br />13. Assignment nnJ Successors. Vendor shall not assign rights or delegnte dutia under this PO, or
<br />subcontract any part of the pedortnance required under this PO, withoul the express, written consent of
<br />buyer. This PO shall inure to the benefit of and be binding upon vendor and buyer and the�r respective
<br />successors and assigns. Assignment of accounts receivable may be made only upon written notice
<br />fumished to buyer.
<br />14. Indemnificntion. If any article sold or delivered under �his PO is covered by a patent, copyright,
<br />Irademark, or application therefore, vendor sha�l indemnify and hold harmless buyer from any and all
<br />loss, linbility, cosl, expenses and legal fees incurted on account of any claims, legal actions or
<br />�udgments arising out of manufacture, sale or use of such article in violation or �nfnngement of nghts
<br />unJer such patenl, copynght, trademark or application. If this PO is for services, vendor shall
<br />indemnify, save, and hold�harmless buyer, its emp�oyees and agents, against any and nll claims,
<br />damnges, liability and court awards �ncludmg costs, expenses, and attomey fees and related expenses,
<br />mcurred as a result of any act or omiss�on by vendor, or its employees, agents, subcontractors or
<br />assignees, ar�smg out oFor in connect�on wrth performance of services under this PO
<br />I5. Independenl Contrnclor. Vendor shall perform its duties hereunder az an independeni contractor
<br />and not as an employee Neuher vendor nor any agent or cmployee of vendor shall be deemed to be an
<br />agent or employee of buyer. Vendor and rts employees and agents are not entitled to unemploymcnt
<br />msurance or workers compensation benefits through buyer and buyer shall not pay for or otherwise
<br />;s • � �
<br />prov�de such coverage for vmdor or any of its agents or employees. Unemployment insurance benefits
<br />w�ll be available to vendor and its employees and agents only if coverage is made aveilable by vendor
<br />or a third party Vmdor shall pay when due all applicable employment, incomq and Iocal head taxa
<br />mcurted pursuant to this PO Vendor shall not have•authori7ation, expmss or implied, to bmd buyer to
<br />any agreemenl, Iiab�I�ty or understanding, except as expressly set forth herein. Vrndor shell (a) provide
<br />and keep m force workers' compensation and unemployment compensation insurance in the amounts
<br />requued by law, (b) prov�de proof thereof when requated by buyer, and (c) be solely responsible for
<br />its acts and those of rts employees and agrnts.
<br />16. Communication. All communication conceming administration of this PO, prepered by vrndor for
<br />buyer's use, shall be fum�shed solely to purchasing agent.
<br />17. Complience. Vrndor shall strictly comply with all applicable federal and state laws, rules, and
<br />regulations m effect or hereafier established, includ�ng, without limitation, laws applicable to
<br />discrimination and unfair employmmt practices.
<br />I8. Insuranca Vendor shall obtain, and maintam, at all dmes during the tertn of this PO, insurance as
<br />spec�fied in the solicitation, and provide proof of such coverage as requested by purchasing agent
<br />19. Terminofion Prior to Shipment. If vendor has nol accepled this PO in writing, buyer may cancel
<br />this PO by written or oral notice to vmdor prior to shipment of goods or commrncement of services
<br />20. Termination for Cause. (u) If vendor refuses or fails to timely end properly perfortn any of �ts
<br />obligations under ihis PO with such diligence as will ensure its completion within the time specified
<br />herein, buyer may notify vendor in writing of non-performance and, if not corcected by vendor wtlhin
<br />the time spmified in the noticq terminate vendors nghl to procmd with the PO or such part thereof as
<br />to which there has been delay or a failure Vendor shall continue pedormance of this PO to the extent
<br />not tertninated and be liable for excess cosls incurted by buyer in procuring similer goods or servica
<br />elsewhere. Paymrnt for completed services perfortned and accepted shall be at ihe price set forth m this
<br />PO. (b) Buyer may withhold amounts due to vendor ag buyer dcems necessary to reimburse buyer for
<br />excess costs incurred in curing, completing or procuring similar goods and services.(c) If alier
<br />re�ecLOn, revocation, or olher tertnination of vendor's right to proceed under the CUCC or th�s clause,
<br />buyer determines for any reason that vendor was not m defaull or the delay was excusable, the nghts
<br />and obligntions of buyer and vendor shall be the same as if the notice of terminat�on had been �ssued
<br />pursuant to tertnination under §21.
<br />21. Termination in Public InteresL Buyer is entenng mto this PO for the purpose of cartymg out the
<br />public policy of the State, as determined by its Governor, General Assembly, and Courts. If ihis PO
<br />ceases to further the public palicy of the State, buyer, in its sole discretion, may terminate this PO m
<br />whole or in part and such termination shall not be deemed to be a breach of buyer's obligahons
<br />hereundec This section shull not apply to e tertnmat�on for vendor's breach, wfiwh shall be governed
<br />by §20. Buyer shall give wrilten notice of termination to vendor specifying the part of the PO
<br />tertninated and when termination becomes effective. Upon receipt of notice of termination, vendor
<br />shnll not incur further obligations except as necessary to mitigate costs of perfortnance. For services or
<br />spec�ally mnnufaclured goods, buyer shall pay (a) reasonable settlement expenses, (b) the PO price or
<br />rate for supplies and services delivered and accepted, (c) reawnable costs of perfortnance on
<br />unaccepted supplia nnd urvices, and (d) a reasonable profit for Ihe unaccepted work. For existing
<br />goods, buyer shall pay (e) rcasonnble settlement exPenses, (Q the PO price for goods delivered and
<br />accepted, (g) rcasonable costs incuved in preparation for delivery of the undehvercd 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 pnce plus a reasonable cost for settlement expenses. Vendor shall submit e
<br />terminntion proposal and reasonable supporting documentation, and cosl and pncing 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 ngent. Buyer shall not
<br />be raponsible or liable for products or smices delivered or perfortned prior to proper execution
<br />hereof
<br />23. Fund Availnbilily. Financial obligations of buyer payable after the curtent fiscal year me
<br />contingent upon funds for that purpose being appropriated, budgeted and otherwise made avuilable. If
<br />Ihis PO is funded in whole or in part with federal funds, this PO is subjecl to and contingent upon the
<br />contmuing availability of federal funds for the purposes herwf. Duyer represents that it has ut aside
<br />sufficienl funds to make payment for goods delivered in a single installmenl, in accordence wrth the
<br />tertns of this PO.
<br />24. Choice of Lnw. State laws, rulu and regulahons shnll be applmd m the mterpretation, execuhan,
<br />and enforcemenl of this PO The CUCC shall govern this PO in ihe cnse of goods unless otherwise
<br />asrced in this PO. Any provision included or incorporated herein by reference which conFlicts with
<br />such laws, rules, and regulat�ons is null and void. Any provision incorporated herein by reference
<br />which purporls to negete this or any other provision in this PO in whole or in part shall not be valid or
<br />enforceable ar available in any action at law, whether by way of complaint, defense, or otherwise.
<br />Unless othenvise specified in Ihe solicitation or this PO, venue for any judicial or administrative action
<br />arising oul 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 Contracb far Services. [Nof App/icable lo ojjer, issuance, or sa/e ojsecurifies,
<br />rnrvlmex! adrisory semic�s, jurtd managemenf semic�g spunsored projecfs, tntergm�eramcnfal
<br />POs, or injorniarinn �echno%ry sernicrs or produc�s and semices] 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 ond will confirm ihe employment eligibility ofall employees who are newly hircd Cor
<br />employment in the United States to oerform 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 nerfortn work under this PO or enter into a
<br />contract or PO with a subcontrector that fails lo certify to vendor that the subconhuctor shall nol
<br />knowingly employ or contract with an illegal alien to perform work under this PO. Vendor shall (n) not
<br />use E-Verify Program or Department program procedura to undertake pre-employment screrning of
<br />�ob applicants during perfortnance of this PO, (b) notify subcontractor and buyer wrthin three days if
<br />vendor has actual knowledge that subcontmctor is employing or contracting with an illegal alien for
<br />work under this P0, (c) ferminate the subcontract i[subcontracror does not stop employing or
<br />contracling with the �Ilegal alien within �hree days of receiving nofice, and (d) comply with reason¢ble
<br />requests made in ihe course oFan invesligation, undertaken pursuant to CRS §8-17.5-102(5), by the
<br />Colorado Department of Labor and Employmcnt. If vendor participates in the Department program,
<br />vendor shall deliver to the buyer u written, notarized aftirtnation that vendor has examined the legal
<br />wotk status of such employee, and shall comply with ell of the olher requirements of the Department
<br />program. If vendor fails to comply with any requirement of this provision or CRS §5-17.5-101 el seq.,
<br />buyer may tertninate this PO for breach and, if so tertninated, vendor shall be liable for damages.
<br />26. Public Conlrucls wilh IYuturnl Persons. Vendor, if a natural person eighteen (18) years of agc or
<br />older, hereby swears and aftirtns under penalty of perjury that he or she (e) is a citizen or othenvise
<br />lawfully present in the United Stata pursuanl to federal law, (b) shall comply with the provisions of
<br />CRS §24-76.5-101 M seq., and (c) has produced a fortn of identification required by CRS §24-76.5-103
<br />prior to the date vendor delivers goods or begins performing servica under tertns of the PO.
<br />Effective Date 01/01/09
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