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<br /> 1.Offer/Acceptance.If this purchase order("PO")refers to vendor's bid or proposal,this PO is an provide such coverage for vendor or any of its agents or employees.Unemployment insurance benefits
<br /> ACCEPTANCE of vendor's OFFER TO SELL in accordance with the terms and conditions of the will be available to vendor and its employees and agents only if coverage is made available by vendor
<br /> ";solicitation"identified in vendor's bid or proposal.The solicitation includes an RFP,IFB,or any other or a third party.Vendor shall pay when due all applicable employment,income,and local head taxes
<br /> form of order by buyer.If a bid or proposal is not referenced,this PO is an OFFER TO BUY,subject to incurred pursuant to this PO.Vendor shall not have authorization,express or implied,to bind buyer to
<br /> vendor's acceptance,demonstrated by vendor's performance or written acceptance of this PO.Any any agreement,liability or understanding,except as expressly set forth herein.Vendor shall(a)provide
<br /> COUNTER-OFFER TO SELL automatically CANCELS this PO,unless a change order is issued by and keep in force workers compensation and unemployment compensation insurance in the amounts
<br /> buyer accepting a counter-offer.This PO shall supersede and control over any vendor form(s)or part(s) required by law,(b)provide proof thereof when requested by buyer,and(c)be solely responsible for
<br /> thereof included in or attached to any bid,proposal,offer,acknowledgment,or otherwise,in the event its acts and those of its employees and agents.
<br /> of inconsistencies or contradictions,regardless of any statement to the contrary in such form(s)or parts 16.Communication.All communication concerning administration of this PO,prepared by vendor for
<br /> thereof.2.Safety Information.All chemicals,equipment and materials proposed and/or used in the buyer's use,shall be furnished solely to purchasing agent.
<br /> performance of this PO shall conform to the requirements of the Occupational Safety and Health Act of 17.Compliance.Vendor shall strictly comply with all applicable federal and state laws,rules,and
<br /> 1970.Vendor shall furnish all Material Safety Data Sheets(MSDS)for any regulated chemicals, regulations in effect or hereafter established,including,without limitation,laws applicable to
<br /> equipment or hazardous materials at the time of delivery. - discrimination and unfair employment practices.
<br /> 3.Changes.Vendor shall furnish products and/or services strictly in accordance with the specifications 18.Insurance.Vendor shall obtain,and maintain,at all times during the tern of this PO,insurance as
<br /> and price set forth for each item.This PO shall not be modified,superseded or otherwise altered, specified in the solicitation,and provide proof of such coverage as requested by purchasing agent.
<br /> except in writing signed by purchasing agent and accepted by vendor.Each shipment received or 19.Termination Prior to Shipment.If vendor has not accepted this PO in writing,buyer may cancel
<br /> service performed shall comply with the terms of this PO,notwithstanding invoice terms or acts of this PO by written or oral notice to vendor prior to shipment of goods or commencement of services.
<br /> vendor to the contrary,unless this PO has been modified,superseded or otherwise altered in 20.Termination for Cause.(a)If vendor refuses or fails to timely and properly perform any of its
<br /> accordance with this section. obligations under this PO with such diligence as will ensure its completion within the time specified
<br /> 4.Delivery.Unless otherwise specified in the solicitation or this PO,delivery shall be F013 destination. herein,buyer may notify vendor in writing of non-performance and,if not corrected by vendor within
<br /> Buyer is relying on the promised delivery date,installation,and/or service performance set forth in the time specified in the notice,terminate vendor's right to proceed with the PO or such part thereof as
<br /> vendor's bid or proposal as material and basic to buyer's acceptance.If vendor fails to deliver or to which there has been delay or a failure.Vendor shall continue performance of this PO to the extent
<br /> perfontt as and when promised,buyer,in its sole discretion,may cancel its order,or any part thereof, not terminated and be liable for excess costs incurred by buyer in procuring similar goods or services
<br /> without prejudice to its other rights,return all or part of any shipment so made,and charge vendor with elsewhere.Payment for completed services performed and accepted shall be at the price set forth in this
<br /> any loss or expense sustained as a result of such failure to deliver or perform as promised.Time is of PO.(b)Buyer may withhold amounts due to vendor as buyer deems necessary to reimburse buyer for
<br /> the essence. excess costs incurred in curing,completing or procuring similar goods and services.(c)If after
<br /> 5.Intellectual Property.Any software,research,reports,studies,data,photographs,negatives or other rejection,revocation,or other termination of vendors right to proceed under the CUCC or this clause,
<br /> documents,drawings or materials(collectively buyer determines for any reason that vendor was not in default or the delay was excusable,the rights
<br /> "materials")delivered by vendor in performance of its and obligations of buyer and vendor shall be the same as if the notice of termination had been issued
<br /> obligations under this PO shall be the exclusive property of buyer.Ownership rights shall include,but pursuant to termination under§2 I
<br /> not be limited to,the right to copy,publish,display,transfer,prepare derivative works,or otherwise 21.Termination in Public Interest.Buyer is entering into this PO for the purpose of carrying out the
<br /> use the materials.Vendor shall comply with all applicable Cyber Security Policies of the State of public policy of the State.as determined by its Governor,General Assembly,and Courts.If this PO
<br /> Colorado(the"State"),or buyer,as applicable,and all confidentiality and non-disclosure agreements, ceases to further the public policy of the State,buyer,in its sole discretion,may terminate this PO in
<br /> security controls,and reporting requirements. whole or in part and such termination shall not be deemed to be a breach of buyer's obligations
<br /> 6.Quality.Buyer shall be the sole judge in determining"equals"with regard to quality,price and hereunder.This section shall not apply to a termination for vendor's breach,which shall be governed
<br /> perfomtance.All products delivered shall be newly manufactured and the current model,unless by§20.Buyer shall give written notice of termination to vendor specifying the part of the PO
<br /> otherwise specified. terminated and when termination becomes effective.Upon receipt of notice of termination,vendor
<br /> 7.Warranties.All provisions and remedies of the Colorado Uniform Commercial Code,CRS,Title 4 shall not incur further obligations except as necessary to mitigate costs of performance.For services or
<br /> ("CUCC"),relating to implied and/or express warranties are incorporated herein,in addition to any specially manufactured goods,buyer shall pay(a)reasonable settlement expenses,(b)the PO price or
<br /> warranties contained in this PO or the specifications. rate for supplies and services delivered and accepted,(c)reasonable costs of performance on
<br /> 8.Inspection and Acceptance.Final acceptance is contingent upon completion of all applicable unaccepted supplies and services,and(d)a reasonable profit for the unaccepted work.For existing
<br /> inspection procedures.If products or services fail to meet any inspection requirements,buyer may goods,buyer shall pay(e)reasonable settlement expenses,(f)the PO price for goods delivered and
<br /> exercise all of its rights,including those provided in the CUCC.Buyer shall have the right to inspect - accepted,(g)reasonable costs incurred in preparation for delivery of the undelivered goods,and(h)a
<br /> services provided under this PO at all reasonable times and places."Services"as used in this section reasonable profit for the preparatory work.Buyer's termination liability under this section shall not
<br /> includes services performed or tangible material produced or delivered in the performance of services. exceed the total PO price plus a reasonable cost for settlement expenses.Vendor shall submit a
<br /> If any of the services do not conform to PO requirements,buyer may require vendor to perform the termination proposal and reasonable supporting documentation,and cost and pricing data as required
<br /> services again in conformity with PO requirements,without additional payment.When defects in the by CRS§24-106-10I,upon request of buyer.
<br /> quality or quantity of service cannot be corrected by re-performance,buyer may(a)require vendor to 22.PO Approval.This PO shall not be valid unless it is executed by purchasing agent.Buyer shall not
<br /> take necessary action to ensure that future performance conforms to PO requirements and(b)equitably be responsible or liable for products or services delivered or performed prior to proper execution
<br /> reduce the payment due vendor to reflect the reduced value of the services performed.These remedies hereof.
<br /> do not limit the remedies otherwise available in this PO,at law,or in equity. 23.Fund Availability.Financial obligations of buyer payable after the current fiscal year are
<br /> 9.Cash Discount.The cash discount period will start from the later of the date of receipt of acceptable contingent upon funds for that purpose being appropriated,budgeted and otherwise made available.If
<br /> invoice,or from date of receipt of acceptable products/services at the specified destination by an this PO is funded in whole or in part with federal funds,this PO is subject to and contingent upon the
<br /> authorized buyer representative, continuing availability of federal funds for the purposes hereof.Buyer represents that it has set aside
<br /> 10.Taxes.Buyer and the State are exempt from all federal excise taxes under Chapter 32 of the sufficient funds to make payment for goods delivered in a single installment,in accordance with the
<br /> Internal Revenue Code[No.84-730123K]and from all State and local government sales and use taxes terms of this PO.
<br /> [CRS,Title 39,Article 26,Parts I and II].Such exemptions apply when materials are purchased for the 24.Choice of Law-Stale laws,rules and regulations shall be applied in the interpretation,execution,
<br /> benefit of State,except that in certain political subdivisions(e.g.,City of Denver)vendor may be and enforcement of this PO.The CUCC shall govern this PO in the case of goods unless otherwise
<br /> required to pay sales or use taxes even though the ultimate product or service is provided to buyer. agreed in this PO.Any provision included or incorporated herein by reference which conflicts with
<br /> Buyer shall not reimburse such sales or use taxes. such laws,rules,and regulations is null and void.Any provision incorporated herein by reference
<br /> 11.Payment.Buyer shall pay vendor for all amounts due within 45 days after receipt of products or which purports to negate this or any other provision in this PO in whole or in part shall not be valid or
<br /> services and a correct notice of amount due.Interest on the unpaid balance shall begin to accnie on the enforceable or available in any action at law,whether by way of complaint,defense,or otherwise.
<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 Unless otherwise specified in the solicitation or this PO,venue for any judicial or administrative action
<br /> faith dispute exists as to buyer's obligation to pay all or a portion of the amount due.Vendor shall arising out of or in connection with this PO shall be in Denver,Colorado.Vendor shall exhaust
<br /> invoice buyer separately for interest on delinquent amounts due,referencing the delinquent payment, administrative remedies in CRS§24-109-106,prior to commencing any judicial action against buyer.
<br /> number of day's interest to be paid,and applicable interest rate. 25.Public Contracts for Services.[Not Applicable to offer,issuance,or sale of securities,
<br /> 12.Vendor Offset-[Not Applicable to inter-governmental POs]Under CRS§24-30-202.4(3.5),the investment advisory services,fund management services,sponsored projects,intergovernmental
<br /> State Controller may withhold payment under the State's vendor offset intercept system for debts owed POs,or information technology services or products and services]Vendor certifies,warrants,and
<br /> to State agencies for:(a)unpaid child support debts or arrearages;(b)unpaid balances of tax,accrued agrees that it does not knowingly employ or contract with an illegal alien who will perform work under
<br /> interest,or other charges specified in CRS§39-21-101,et seq.;(c)unpaid loans due to the Student this PO and will confirm the employment eligibility of all employees who are newly hired for
<br /> Loan Division of the Department of Higher Education;(d)amounts required to be paid to the employment in the United States to perform work under this PO,through participation in the F-Verify
<br /> Unemployment Compensation Fund;and(e)other unpaid debts owing to the State as a result of final Program or the Department program established pursuant to CRS§8-17.5-102(5)(c),Vendor shall not
<br /> agency determination or judicial action, knowingly employ or contract with an illegal alien to perform work under this PO or enter into a
<br /> 13.Assignment and Successors.Vendor shall not assign rights or delegate duties under this PO,or contract or PO with a subcontractor that fails to certify to vendor that the subcontractor shall not
<br /> subcontract any part of the performance required under this PO,without the express,written consent of knowingly employ or contract with an illegal alien to perform work under this PO.Vendor shall(a)not
<br /> buyer.This PO shall inure to the benefit of and be binding upon vendor and buyer and their respective use F-Verify Program or Department program procedures to undertake pre-employment screening of
<br /> successors and assigns.Assignment of accounts receivable may be made only upon written notice job applicants during performance of this PO,(b)notify subcontractor and buyer within three days if
<br /> famished to buyer. vendor has actual knowledge that subcontractor is employing or contracting with an illegal alien for
<br /> 14.Indemnification.If any article sold or delivered under this PO is covered by a patent,copyright, work under this PO,(c)terminate the subcontract if subcontractor does not stop employing or
<br /> trademark,or application therefore,vendor shall indemnify and hold harmless buyer from any and all contracting with the illegal alien within three days of receiving notice,and(d)comply with reasonable
<br /> loss,liability,cost,expenses and legal fees incurred on account of any claims,legal actions or requests made in the course of an investigation,undertaken pursuant to CRS§8-17.5-102(5),by the
<br /> judgments arising out of manufacture,sale or use of such article in violation or infringement of rights Colorado Department of Labor and Employment.If vendor participates in the Department program,
<br /> under such patent,copyright,trademark or application.If this PO is for services,vendor shall vendor shall deliver to the buyer a written,notarized affirmation that vendor has examined the legal
<br /> indemnify,save,and hold harmless buyer,its employees and agents,against any and all claims, work status of such employee,and shall comply with all of the other requirements of the Department
<br /> damages,liability and court awards including costs,expenses,and attorney fees and related expenses. program.If vendor fails to comply with any requirement of this provision or CRS§8-17.5-101 et seq.,
<br /> incurred as a result of any act or omission by vendor,or its employees,agents,subcontractors or buyer may terminate this PO for breach and,if so terminated,vendor shall be liable for damages.
<br /> assignees,arising out of or in connection with performance of services under this PO. 26.Public Contracts with Natural Persons.Vendor,if a natural person eighteen(18)years of age or
<br /> 15.Independent Contractor,Vendor shall perform its duties hereunder as an independent contractor older,hereby swears and affirms under penalty of perjury that he or she(a)is a citizen or otherwise
<br /> and not as an employee.Neither vendor nor any agent or employee of vendor shall be deemed to be an lawfully present in the United States pursuant to federal law,(b)shall comply with the provisions of
<br /> agent or employee of buyer.Vendor and its employees and agents are not entitled to unemployment CRS§24-76.5-101 et seq.,and(c)has produced a form of identification required by CRS§24-76.5-103
<br /> insurance or workers compensation benefits through buyer and buyer shall not pay for or otherwise 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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