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<br /> 1.Offer/Acceptance.It Yes purchase order(0)refers to you bid or proposal,then the PO is an VENDOR AND ITS EMPLOYES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS
<br /> ACCEPTANCE in your of you OFFER pro SELL In recosdsnce with the is and conditions RTO BUY,of M IFBt b y p
<br /> UNLESS VENDOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES
<br /> stated in you bid.11 no teal or proposal s neferanded,Ns PO s n OFFER TO BW,sublad b Your NOT PAY FOR OR OTHEWN3E PROVIDE SUCH COVERAGE. VENDOR SHALL HAVE NO
<br /> acceptance,which must be dem000Easd by abler your performance of t s PO of by a formal AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE STATE TO ANY AGREEMENT,LUIBIUTY,OR
<br /> e cknowledpnent in writing. Any COUNTEROFFER TO SELL is automatic■Yy construed is a UNDERSTANDING,EXCEPT AS EXPRESSLY SET FORTH HEREIN.VENDOR SHALL PROVIDE AND
<br /> CANCELLATION of this PO unless a change order's issued accepting a counter-offer.in to ever*vendor KEEP IN FORCE,AND SHOW PROOF OF UPON REQUEST,WORKERS COMPENSATION AND BY LAW,AND
<br /> form(s) nor otherwise,arvendor agrees that,in the event of inconsistencies or contradictions,the UNEAPLOYMENT
<br /> BE SOLELY RESPONNSIBLE FORTS ACCTTSEAND THE
<br /> THOSE AMOUNTS ITS MPLREQUIRED E ,AND AGENTS.
<br /> te▪rms and conditions of Ms solicitation document and this PO shall supersede and control over case
<br /> contained in*gent tally regardless n ��overt reference o other express written indication of a6dminist■tlon of PO,prepared by vendor rfor the eagencyu tae,rust be furnished solely s 9d/sudi tomb).Unlew the
<br /> purchasing s and WBd8uoy W disclaimer se purdwilg agent wW*l the agency purchasing office.
<br /> assert,terms nd corhdiors n vendor forms reaming choice of few,venue,vsrtanty
<br /> exduson,indemnification or limitation of liability shall be of no effect. 17.Compliance with Laws.Vendor ogees to comply with all makable federal and State law.
<br /> 2.Safety Information.Al chemicals,equipment and material.propped and/or used in the performance regulations and policies,as amended,including those regarding unfak labor praNCee,ntFkkk-bask and
<br /> of this PO must conform to the standards requked by the Wiliam-Stdger Ooahpa1nat Safety and Heath collusion.
<br /> Ad of 1970.Bidden must furnish cog Material Safety Data Sheet.(MSDS)for any repealed chemical..
<br /> equigcert or hazardous materials at the time of delivery. 18.Mariana with Disobliges Act(ADA)Requirements.if Ids saictatior contemplates the provision
<br /> of services to the public,vendor shah,in addtln to any other reg kemsits under Title 11 of the ADA,
<br /> 3.Changes.Vendor agrees to furnish products and/or services In seta accordance with the spediuyor« comply plbs explicit requitement.requirements uernsr*.Vender assures that,regarding d times during of p.1.sesame
<br /> esae of and
<br /> and N the et price pt forth brands Meer.Nothing in this authorized PO r may nit ive added he money p superseded Peep
<br /> andatan Wed9 dby vt in or.Ea sighed e tr ive erpresemaorm d the agency yupon 0..office park PO,no or be de ied ben 1.o a dssc s,shat,by reps of Mal dses*d by vendor for the
<br /> and asknoviadged by vendor.Each shipment received or service performed Mall be only upon the tame Prticipdn in,a De denied bensAb of,services,programs,or activities performed by
<br /> contained in this PO,nonOthstrinding any terns contained in any invoice or otter act of vendor other than benefit of the State.
<br /> acknowledgment of•wrsen change order to this PO. 19.Insurance.Vendor shall obtain,and maintain at all times during the term of this PO,insurance as
<br /> 4. Delivery.L)rdess Otherwise specified in the solicitation or M this PO,delivery shall be FOB
<br /> specified in the solicitation or order,and Mali provide proof of such coverage.
<br /> destination.In its acceptance of any quotation offer,the agency is retying on the promised delivery date, 20.Termination For 13afauWCawe.a.Except as otherwise spread the UCC shall govern in the cap of
<br /> fail re to d,or servce orm eo sods h material end bask n is acceptance.e right In the evrr*of or er,or goods•In is case of services,If vendor refuses or falls to timey perform arry of the provisions of ads PO,
<br /> any p ro hereof or perform p and winch Pr emised gin dgen d r agrees tha th g racy may its maim,or with such diligence as MI ensure is opmpfetlon within the time spaded M lb PO,the pudsseg a.
<br /> any part thereof,without.0 made,to its may r charge end vendor agrees that the agency may return sin may notify vendor in wiling of con-performance,and if no Pompey corrected wits the brae
<br /> or part of any Mipment so made,nd may charge vendor with any Ices or expense sustained as a such agent may termkute vendor's right to proceed with the PO or such part thereof as to which tare has
<br /> result of such failure to delver or perform es promised.Time is of the essence. been delay or a failure to properly perform.Vendor shag continue performance of the PO to the extent it Is
<br /> not terminated and shall be table for excess mete incurred in procuring smifer goods or services
<br /> 5.Rights in Dab,Documents,Computer Software or OIMf baoba Uil Property unless otherwise eaevdmre.Payment for completed services performed and accepted shall be at the PO price.
<br /> agreed in writing, any softwre, research, reports,studies, data, photographs,negatives or other b.In is case of remedes exercised under Ma paragraph ter services,or analogous remodes exercised
<br /> document,di ings or material delivered by vendor in the performance of its obbgaeons under this PO under air the UiCCfdeems 000dss,the purchasing pureimburse haagency may aykw agency da mr Mtn to
<br /> cuss vendor reared the
<br /> shell be the exclusive property of the State.The ownership rights described herein shad include,but not be musing completing p neca slayer goods and services.
<br /> limited to,the right to copy,pu h•display,truster,prepare derealve wore,or oMerwW use the works. c.In the case of either goods or services,vendor shall not be in default by reason of any slime in
<br /> performance of this PO in accordance wish is tams,N such failure arses out of acts of God;acts of the
<br /> 6.Quality.The State will be the sale Judge in determining'equals'with regard to goebty,price end public enemy;acs of the Sete or any governmental entity in its sovereign or contractual capacity;Ares;
<br /> performance.All products delivered shall be newly manufactured and of the manufacturer's current model, floods;epidemics;quarantine restrictions;strikes or other labor dspubs;freight embargoes;or unwuely
<br /> unless otherwise specified. severe weather.
<br /> d.If after ether.rejection,revocation,or other termination of vendor's right to proceed under the provisions of the
<br /> 7.Warranties.AN provisions and remedes of the Uniform Commercial Code NOV)resting to both this UCC this elm I�e�excusable,reason d odor wasas of the par default
<br /> es under be the provisions
<br /> as e
<br /> in y warranties and expressed d in t warranties am ations. referred to and made a part hereof and are in addition to the notice of termination had been issued pursuant to the termination for convenience clause.
<br /> any wartsntlp dpusbd In is specifications.
<br /> 8.Inspection and Acceptance.Fins 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 tar to meet any inspection requirements,the canceled by widen or ors maim to vendor prior to shipment of goods or beginning of performance of
<br /> services. in the UCC,
<br /> agency may exercise d of de rights,this PO at all those provided in the UCC.
<br /> pl s agency reserves the in t to b.Unless otherwise agreed In writing,in addition to the rights and remedies govemng goods
<br /> inspect services services under this or at ad/reasonable rode and places."Services"performance used in flee gat purchasing agent may,when gin unerests of the purchasing agency so require,terminate Ma PO in
<br /> dews incf any serves Pces do n t nforma th PO requirements,en or dsleernc in lye quiveo to of Mon or in part for the convenience of the agency or institution.The purchasing agent shall give written
<br /> services.If any the stn In c do not conform P wet PO th ad agency may payment.When n vendor to notice of the termination to vendor specifying the part of the PO terminated and when termination becomes
<br /> perform quality services or u again in conformity cwith PO requirements,
<br /> rre o by per no additional agency may en refecte effective.Upon receipt of notice of termination,vendor shall Incur no further obligations except to the extent
<br /> vendor n o 0 k or quantity action servtm nsure at thereced py formance conf,tls agency may(I)is and necess toon ate costs of performance.In es case of services o specialy manufactued goods,the
<br /> vendor fo ty re u cethe p m n to ensure that ee future reduced value of the services to PO pat armed. and State shall reasonable settlement expenses,the PO price or rate for supp�es and services delivered
<br /> (ii)equitably in no the payment due vendor bl relied the envy in he to m at serprovs performed.These and accepted,the reasonable costs of performance on unaccepted supplies and services,and a
<br /> remedies otherwise er se limit the remedies available.to the agency In the termination provisions of this PO,or reasonable pro*for that unaccepted work,in accordance with the cost princlpbs promulgated in
<br /> remedies otherwise availabfe at law or in equity. accordncew ith CRS 24-107-101,as amended.In the case of existing goods,the State shag pay
<br /> 9.Cash Discount.The cash discount period will start from date of receipt of acceptable invoice,or from r incurred ble preparation me for expenses,
<br /> elivery to the undelivered goods
<br /> oods,and areda and ebsme let for tlnat nepercassrts s
<br /> dale of receipt of acceptable productslservimd at the specified destination by an authorized agency work.The amount of the termination liability under this paragraph shall not exceed the amount of the PO
<br /> representative,whichever is later. price plus a reasonable cost for settlement expensed.Vendor agrees to submit•termination proposal as
<br /> wall as reasonable supporting documentation,cost end pricing data,and a certfcation as required CRS
<br /> 10.Taxes.The State agency,as purchaser,is exempt from at federal excise taxes under Chapter 32 of 24-106-101,as amended,upon request of the purchasing agent.
<br /> the Internal Revenue Code[No.84-730123K)and from at 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 N Is executed by the purchasing aged for
<br /> this PO.Vendor is hereby notified that when materials are purchased for the belie*of the Stain,such the purchasing Etas agency or institution.The Stale shall have no responsibility or liability for products or
<br /> exemptions apply except that ice 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 23.Fund Availability;Federal Funds Contingency.Finndat obligations of the Stain payable after the
<br /> o we taxes wit not be reimbursed by the State, cortem fiscal year are contingent upon lands for that purpose being appropriated,budgeted and otherwise
<br /> e lations provide that vendors will be paid within 45 days after made available.If this PO is funded em whole or in part with federal funds,this Poe budgeted subject er and
<br /> 11.c promprduct Of Stale few and r W pr d to contract contingent upon the continuing availability of federal funds for the purposes hereof.11 Ma PO contemplates
<br /> amount due,45 day otherwise eres by goods to be delivered in a single instalment,the State represents Mate has set aside
<br /> receipt of products m services end a correct notice of am the purchase of goo
<br /> unless special conditions age a the Per A Stab liability not paid shall paid idbegi considered with the delinquent th y and, sufficient funds to make payment under this PO In accordance with is terms.
<br /> unless othmvise agreed to,interest on the unpaid balance shall be paid Deglnning with es 48th day at the
<br /> month until aid in hull.A liability shall not arise if a good faith dispute exists as to the 24.Choke of Law.This PO is mode in,and the law of the Stain of Colorado shill govern,in connection
<br /> n
<br /> rata o s%pgrm D
<br /> agency's obligation to pay d or a portion of the liability.Vendors shill invoice the agency separately for with the formation,performance and the legal enforcement of,the PO.Unless otherwise specified the
<br /> idereston delinquent amounts due.The biding shall reference the delinquent payment,the number of drys solicitation or this order,venue for any juddal scion sassing out of m in connection viM this PO shall he In
<br /> intervene be paid and the applicable interest rate.[CRS 24-70.202(24),as amended.) Denver,Colorado.Vendor shall exhaust administrative remedies in CRS 24-109-106,as amended,prim to
<br /> for debts or owed to State Pursuant ie CRS under the vendor as amended,the Stab Corder may child payment
<br /> commencing any judicial action egabsih a Stale.
<br /> for debts awed to Stab agencies under the vendor offset intercept system for;(a)unpaid chid support debt 25.Uniform Cdxmhfesretal Cods.AA references in this PO to the UCC shall men the UCC as adapted by
<br /> or child support amerages;(b)unpad balances of tax,accrued interest,or other charges specified in the State of Colorado at Title 4,Colorado Revised Statutes,as amended.
<br /> Article 21,Title 39,CRS;(c)unpaid loan de to the Student Loan Division of the Department of Higher
<br /> Education;(d)amounts required to be paid to the unemployment compensation fund;and(e)other unpaid 2g,Nmhdiseriminahin.Vendor agrees to complyw Bra the letter and spick of all applicable State and
<br /> dens,folds be State o tr etas or its agencies by Anai agency determination or reduced to judgment, federal lava respecting discrimination and unfair employment practices.
<br /> as mrtifiad by the State Controller.
<br /> 13.Assignment and Successors;Antitrust Claims.Vendor shell not assign rights or delegate duties 27.(Not rppllca le to Intergovernmental POs] ILLEGAL ALIENS-PUBLIC CONTRACTS FOR
<br /> under this PO,or subcontract any part of the performance required under this PO,wihout the express, SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS.a.Vendor oentfies that it shat comply
<br /> written consent of the State,which shat not be unreasonably withheld.This PO shell inure to the bens*of with the provisions of CRS 8-17.5-101 et seq. Vendor shall not knowingly engage n Riegel alien to
<br /> the parties hereto end their respective successors and ass Assignment of oerfmm work under t is PO or enter Into a contract or PO with a subcontractor that fats to certify to vendor
<br /> and be binding upon �' that the subcontractor shall not knowingly engage an Mega Bien to serfmm work under tale PO.Contactor
<br /> accounts receivable may be made only with written notice furnished to the purchasing agency or Institution. represents,warrants,and agree.that it(0 has verified that it does not engage any illegal atone,through
<br /> participation in the federal Basic Pilot Employment Verification Program and(u)otherwise wit comply with
<br /> co.copyright,tademark,or application evero ferry of rfe end or dslvmed under Mol Ph rn ess the Sy any psany gin regdemems of CRS 8-17.5-102(2Xb).Vender shall comply with d reasonable requests made in the
<br /> and all to s,Demsy, o t,ex s and legal vendor fee incurred Indemnity cud hold harmless claims,s, Stab from any come of n investigation under CRS 8-17.5-102.Fable to comply with any requirement of this provision
<br /> and at loss,arising o cost,expenses and leoai tens su article on account violation,any infringement legal the eke or m CRS 8-17.5-101 et seq.,shall he cause far termination for breach and vendor shd be liable for actual
<br /> judgments nd rsuc out en of,manufacture,ade m use of such aide th NO is or services,to the Ike of end consequential damages.
<br /> rights under such patent,copyright,tradsmad or application.If this PO is for servims,to the extent
<br /> authorized by law,vendor shd indemnify,save,and hold harmless the State,is employees and agents' b.Vendor,if•natural Denson eighteen(18)yeah of age or older,he ruby sweets or affirms under penalty of
<br /> against any and al claims,damages,as liability and court ac awards including ion by vendor,nres,expenses,end ri ants, perry that he or she(I)a a citizen a otherw se few fuly present in the United States pursuant to federal
<br /> fees and reated r a si ne ,arisin as t of ork nt ray ect m with per by o c lie services employees,agents, law,(ii)shad comply with the provisions of CRS 24-76.5-101 et seq.,and(Di)shall produce one form of
<br /> subcontractors or assignees,arising out of or in connection with performance of services ordared by this identification required by CRS 24-78.5-103 prior to the effective date of ads PO.
<br /> PO.
<br /> 15.INDEPENDENT CONTRACTOR.VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN
<br /> INDEPENDNT CONTRACTOR AND NOT AS AN EMPLOYEE.NEITHER VEND NOR ANY AGENT
<br /> OR EMp OY E 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
<br /> OWN ANY MONIES PAID PURSUANT TO THIS PO.VENDOR ACKNOWLEDGES A LOCAL
<br /> THAT
<br /> HEAD TAX
<br /> Issued by the State Controller's Office Date Issued:7/1/74
<br /> Rule 2-2 Date Revised: 10/25/06
<br />
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