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Purchase Order, Terms-and Conditions
<br /> 1.Offer/Acceptance.If this purchase order("PO")refers to your bid or proposal,then this PO is an VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS
<br /> ACCEPTANCE of your OFFER TO SELL in accordance with the terms and conditions of the IFB/RFP,as UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
<br /> stated In your bid.If no bid or proposal is referenced,this PO is an OFFER TO BUY,subject to your NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE VENDOR SHALL HAVE NO
<br /> acceptance,which must be demonstrated by either your performance of this PO or by a formal AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE STATE TO ANY AGREEMENT,LIABILITY,OR
<br /> acknowledgment In writing. Any COUNTER-OFFER TO SELL is automatically construed as a UNDERSTANDING,EXCEPT AS EXPRESSLY SET FORTH HEREIN.VENDOR SHALL PROVIDE AND
<br /> CANCELLATION of this PO unless a change order is issued accepting a counter-offer.In the event vendor KEEP IN FORCE,AND SHOW PROOF OF UPON REQUEST,WORKERS COMPENSATION AND
<br /> form(s) or part(s) of forms are included in, or as an attachment to. any bid, proposal, offer, UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW,AND
<br /> acknowledgment,or omervrise,vendor agrees that,in the event of inconsistencies or contradictions,the SHALL BE SOLELY RESPONSIBLE FOR ITS ACTS AND THOSE OF ITS EMPLOYEES,AND AGENTS.
<br /> terms and conditions of the solicitation document and this PO shall supersede and control over those
<br /> contained in vendor's form(s)regardless of any statement to the contrary in such form(s).Unless the 16.Communication.All communications,including reports,notices.and advice of any nature,concerning
<br /> purchasing agent specifically agrees in writing through overt reference or other express written indication of administration of this PO,prepared by vendor for the agences use,must be furnished solely to the
<br /> assent,terms and conditions on vendor forms regarding choice of law,venue,warranty disclaimer or purchasing agent within the agency purchasing office.
<br /> exclusion,indemnification or limitation of liability shall be of no effect.
<br /> 17.Compliance with Laws.Vendor agrees to comply with all applicable federal and State laws,
<br /> 2.Safety Information.All chemicals,equipment and materials proposed and/or used in the performance regulations and policies,as amended,including those regarding unfair labor practices,anti-kick-back and
<br /> of this PO must confonn to the standards required by the William-Steiger Occupational Safety and Health collusion.
<br /> Act of 1970.Bidders must furnish all Material Safety Data Sheets(MSDS)for any regulated chemicals,
<br /> equipment or hazardous materials at the time of delivery. 18.Americans with Disabilities Act(ADA)Requirements.If this solicitation contemplates the provision
<br /> of services to the public,vendor shall,in addition to any other requirements under Title 11 of the ADA,
<br /> 3.Changes.Vendor agrees to furnish products and/or services in strict accordance with the specifications, comply with the Title 11 requirements of the ADA regarding the accessibility of State services and
<br /> and at the price set forth for each item.Nothing in this PO may be added to,modified,superseded or programs,as an explicit requirement.Vendor assures that,at all times during the performance of any
<br /> otherwise altered except in writing signed by an authorized representative of the agency purchasing office resulting PO,no qualified individual with a disability shall,by reason of that disability,be excluded from
<br /> and acknowledged by vendor.Each shipment received or service performed shall be only upon the terms participation in,or be denied benefits of,services,programs,or activities performed by vendor for the
<br /> contained in this PO.notwithstanding any terms contained in any Invoice or other act of vendor other than benefit of the State.
<br /> acknowledgment of a written change order to this PO.
<br /> 19.Insurance.Vendor shall obtain,and maintain at all times during the term of this PO,insurance as
<br /> 4. Delivery.Unless otherwise specified in the solicitation or in this PO,delivery shall be FOB specified in the solicitation or order,and shall provide proof of such coverage.
<br /> destination.In its acceptance of any quotation offer,the agency is relying on the promised delivery date,
<br /> installation,or service performance as material and basic to its acceptance.In the event of vendor's 20.Termination For Default/Cause.a.Except as otherwise agreed,the UCC shall govern in the case of
<br /> failure to deliver or perform as and when promised,the agency reserves the right to cancel its order,or goods.In the case of services,if vendor refuses or fails to timely perform any of the provisions of this P0,
<br /> any part thereof,without prejudice to its other rights,and vendor agrees that the agency may return all with such diligence as will ensure its completion within the time specified in this PO,the purchasing agent
<br /> or per of any shipment so made,and may charge vendor with any loss or expense sustained as a may notify vendor in writing of non-performance,and if not promptly corrected within the time specified,
<br /> result of such failure to deliver or perform as promised.Time is of the essence. such agent may terminate vendor's right to proceed with the PO or such part thereof as to which there has
<br /> been delay m a failure to properly perform.Vendor shall continue performance of the PO to the extent it is
<br /> not terminated and shall be liable for excess costs incurred in procuring similar goods or services
<br /> 5.Rights in Data,Documents,Computer Software or Other Intellectual Property.Unless otherwise elsewhere.Payment for completed services performed and accepted shall be at the PO price.
<br /> agreed in writing, any software, research, reports. studies, data, photographs, negatives or other b.In the case of remedies exercised under this paragraph for services,or analogous remedies exercised
<br /> documents,drawings or materials delivered by vendor in the performance of its obligations under this PO under the UCC for in goods,the purchasing agency may withhold amounts due to vendor as the
<br /> shall be the exclusive property of the State.The ownership rights described herein shall include,but not be purchasing agent deems necessary to reimburse the purchasing agency for the excess costs incurred in
<br /> limited to,the right to copy,pu blish.display,transfer,prepare derivative works,or otherwise use the works. curing,completing or procuring similar goods and services.
<br /> c.In the case of either goods or services,vendor shall not be In default by reason of any failure in
<br /> 6.Quality.The State will be the sole judge in determining"equals"with regard to quality,price and performance of this PO In accordance with its terms,if such failure arises out of acts of God;acts of the
<br /> performance.All products delivered shall be newt manufactured and of the manufacturer's current model, public enemy;acts of the State or any governmental entity in its sovereign or contractual capacity;fires;
<br /> Pr Y floods;epidemics;quarantine restrictions;strikes or other labor disputes;freight embargoes;or unusually
<br /> unless otherwise specified. severe weather.
<br /> d.If after rejection,revocation,or other termination of vendor's right to proceed under the provisions of the
<br /> 7.Warranties.All provisions and remedies of the Uniform Commercial Code("UCC")relating to both UCC or this clause,it is determined for any reason that vendor was not in default under the provisions of
<br /> implied and expressed warranties are herewith referred to and made a part hereof and are In addition to this clause,or that the delay was excusable,the rights and obligations of the parties shall be the same as if
<br /> any warranties stipulated in the specifications. the notice of termination had been issued pursuant to the termination for convenience clause.
<br /> 8.Inspection and Acceptance. Final acceptance is dependent upon completion of all applicable 21.Termination For Convenience.a.If not accepted by written acknowledgment,this PO may be
<br /> inspection procedures.Should the products or services fail to meet any inspection requirements,the canceled by written or oral notice to vendor prior to shipment of goods or beginning of performance of
<br /> agency may exercise all of its rights,including those provided in the UCC.The agency reserves the right to services.
<br /> inspect services provided under this PO at all reasonable times and places."Services"as used in this b.Unless otherwise agreed in writing,in addition to the rights and remedies governing goods in the UCC,
<br /> clause includes services performed or tangible material produced or delivered in the performance of the purchasing agent may,when the interests of the purchasing agency so require,terminate this PO in
<br /> services.If any of the services do not conform with PO requirements,the agency may require vendor to whole or in part for the convenience of the agency or institution.The purchasing agent shall give written
<br /> perform the services again in conformity with PO requirements,with no additional payment.When defects notice of the termination to vendor specifying the part of the PO terminated and when termination becomes
<br /> in the quality or quantity of service cannot be corrected by re-performance.the agency may(i)require effective.Upon receipt of notice of termination,vendor shall incur no further obligations except to the extent
<br /> vendor to take necessary action to ensure that the future performance conforms to PO requirements and necessary to mitigate costs of performance.In the case of services or specially manufactured goods,the
<br /> (ii)equitably reduce the payment due vendor to reflect the reduced value of the services performed.These State shall pay reasonable settlement expenses,the PO price or rate for supplies and services delivered
<br /> remedes in no way limit the remedies available to the agency in the termination provisions of this PO,or and accepted,the reasonable costs of performance on unaccepted supplies and services,and a
<br /> remedies otherwise available at law or in equity. reasonable profit for that unaccepted work,in accordance with the cost principles promulgated in
<br /> accordance with CRS 24-107-101,as amended.In the case of existing goods,the State shall pay
<br /> 9.Cash Discount.The cash discount period will start from date of receipt of acceptable invoice,or from reasonable settlement expenses,the PO price for goods delivered and accepted,reasonable costs
<br /> date of receipt of acceptable products/services at the specified destination by an authorized agency incurred in preparation for delivery of the undelivered goods,and a reasonable profit for that preparatory
<br /> whichever is later. work.The amount of the termination liability under this paragraph shall not exceed the amount of the PO
<br /> representative, price plus a reasonable cost for settlement expenses.Vendor agrees to submit a termination proposal as
<br /> well as reasonable supporting documentation,cost and pricing data,and a certification as required CRS
<br /> 10.Taxes.The State agency,as purchaser,is exempt from all federal excise taxes under Chapter 32of 24-106-101,as amended,upon request of the purchasing agent.
<br /> the Internal Revenue Code[No.84-730123K)and from all State and local government use taxes[CRS 39-
<br /> 26-14(a)and 203,as amended).Tax exempt numbers for the specific agency may be found elsewhere in 22.Purchase Order Approval.This PO shall not be valid unless it is executed by the purchasing agent for
<br /> this PO.Vendor is hereby notified that when materials are purchased for the benefit of the State,such the purchasing State agency or institution.The State shall have no responsibility or liability for products or
<br /> exemptions apply except that in certain political subdivisions(e.g.,City of Denver)vendor may be required services delivered or performed prior to proper execution hereof.
<br /> to pay sales or use taxes even though the ultimate product or service is provided to the State.These sales
<br /> or use taxes will not be reimbursed by the State. 23.Fund Availability;Federal Funds Contingency.Financial obligations of the State payable after the
<br /> current fiscal year are contingent upon funds for that purpose being appropriated,budgeted and otherwise
<br /> 11.Prompt Payment.State law and regulations provide that vendors will be paid within 45 days after made available.If this PO is funded in whole or in part with federal funds,this PO is subject to and
<br /> receipt of products or services and a correct notice of amount due,unless otherwise agreed to by contract contingent upon the continuing availability of federal funds for the purposes hereof.If this PO contemplates
<br /> or special conditions of the PO.A State liability not paid within 45 days is considered delinquent and, the purchase of goods to be delivered in a single installment,the State represents that it has set aside
<br /> unless otherwise agreed to,interest on the unpaid balance shall be paid beginning with the 46th day at the sufficient funds to make payment under this PO in accordance with its terms.
<br /> rate of 1%per month until paid in full.A liability shall not arise if a good faith dispute exists as to the
<br /> agency's obligation to pay all or a portion of the liability.Vendors shall invoice the agency separately for 24.Choice of Law.This PO is made in,and the laws of the State of Colorado shall govern,in connection
<br /> interest on delinquent amounts due.The billing shall reference the delinquent payment,the number of days with the formation,performance and the legal enforcement of,this PO.Unless otherwise specified in the
<br /> interestto be paid and the applicable Interest rate.[CRS 24-30.202(24),as amended.] solicitation or this order,venue for any judicial action arising out of or in connection with this PO shall be in
<br /> Denver,Colorado.Vendor shall exhaust administrative remedies In CRS 24-109-106,as amended,prior to
<br /> 12.Vendor Offset.Pursuant to CRS 24-30-202.4,as amended,the State Controller may withhold payment commencing any judicial action againstth a State.
<br /> for debts owed to State agencies under the vendor offset intercept system for:(a)unpaid child support debt
<br /> or child support arrearages;(b)unpaid balances of tax,accrued interest,or other charges specified in 25.Uniform Commercial Code.All references in this PO to the UCC shall mean the UCC as adopted by
<br /> Article 21,Title 39,CRS;(c)unpaid loans due to the Student Loan Division of the Department of Higher the State of Colorado at Title 4,Colorado Revised Statutes,as amended.
<br /> Education;(d)amounts required to be paid to the unemployment compensation fund;and(e)other unpaid 26.Non-discrimination.Vendor agrees to complyw ith the letter and spirit of all applicable State and
<br /> debts,found to be owing to the State or its agencies by final agency determination or reduced to judgment, federal laws respecting discrimination and unfair employment practices.
<br /> as certified by the State Controller. ,
<br /> 13.Assignment and Successors;Antitrust Claims.Vendor shall not assign rights or delegate duties 27.[Not applicable to Intergovernmental POsj ILLEGAL ALIENS-PUBLIC CONTRACTS FOR
<br /> under this PO,or subcontract any part of the performance required under this PO,without the express, SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS.a.Vendor certifies that it shall comply
<br /> written consent of the State,which shall not be unreasonably withheld.This PO shall inure to the benefit of with the provisions of CRS 8-17.5-101 at seq. Vendor shall not knowinglyen gage an illegal alien to
<br /> and be binding upon the parties hereto and their respective successors and assigns.Assignment of perform work under this PO or enter into a contract or PO with a subcontractor that fails to certify to vendor
<br /> accounts receivable may be made only with written notice furnished to the purchasing agency or institution. that the subcontractor shall not knowingly engage an illegal alien to perform work under this PO.Contractor
<br /> represents,warrants,and agrees that It(i)has verified that it does not engage any illegal aliens,through
<br /> 14.Indemnification,In the event any article sold or delivered under this PO is covered by any patent, participation in the federal Basic Pilot Employment Verification Program and(ii)otherwise will comply with
<br /> copyright,trademark,or application therefor,vendor will indemnify and hold harmless the State from any the requirements of CRS e-17.5-102(2)(b).Vendor shall comply with all reasonable requests made in the
<br /> and all loss,liability,cost,expenses and legal fees incurred on account of any claims,legal actions or course of an investigation under CRS 8-17.5-102.Failure to comply with any requirement of this provision
<br /> judgments arising out of manufacture,sale or use of such article in violation,infringement or the like of or CRS 8-17.5-101 et seq.,shall be cause for termination for breach and vendor shall be liable for actual
<br /> rights under such patent,copyright,trademark or application.If this PO is for services,to the extent and consequential damages.
<br /> authorized by law,vendor shall indemnify,save,and hold harmless the State,its employees and agents,
<br /> against any and all claims,damages,liability and court awards including costs,expenses,and attorney b.Vendor,if a natural person eighteen(18)years of age or older,he reby swears or affirms under penalty of
<br /> fees and related expenses,incurred as a result of any act or omission by vendor,or its employees,agents, perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal
<br /> subcontractors or assignees,arising out of or in connection with performance of services ordered by this law,(ii)shall comply with the provisions of CRS 24-76.5-101 et seq.,and(iii)shall produce one form of
<br /> PO identification required by CRS 24-76.5-103 prior to the effective date of this PO.
<br /> 15,INDEPENDENT CONTRACTOR.VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN
<br /> INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE.NEITHER VENDOR NOR ANY AGENT
<br /> OR EMPLOYEE OF VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE
<br /> OF THE STATE.VENDOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND
<br /> INCOME TAX WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOME TAX AND LOCAL
<br /> HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS PO.VENDOR ACKNOWLEDGES THAT
<br /> Issued by the State Controller's Office Date Issued: 7/1/74
<br /> Rule 2-2 Date Revised: 10/25/06
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