|
15. Severability. The invalidity or unenforceability of any provision of this PO shall not affect the validity or enforceability of any other provision of this
<br /> PO,which shall remain in full force and effect, provided,that the parties can continue to perform their obligations in accordance with the intent of this PO.
<br /> 16. Survival of Certain PO Terms. Any provision of this PO that imposes an obligation on a party after termination or expiration of this PO shall survive
<br /> the termination or expiration of this PO and shall be enforceable by the other party.
<br /> 17. Third Party Beneficiaries. Except for the parties'respective successors and assigns,this PO does not and is not intended to confer any rights or
<br /> remedies upon any person or entity other than the parties.Enforcement of this PO and all rights and obligations hereunder is reserved solely to the parties.
<br /> Any services or benefits which third parties receive as a result of this PO are incidental to this PO,and do not create any rights for such third parties.
<br /> 18. Waiver. A party's failure or delay in exercising any right, power, or privilege under this PO, whether explicit or by lack of enforcement, shall not
<br /> operate as a waiver, nor shall any single or partial exercise of any right, power,or privilege preclude any other or further exercise of such right, power,or
<br /> privilege.
<br /> 19. Indemnification. [Not Applicable to Inter-governmental POs] Vendor shall indemnify,save,and hold harmless the State, its employees,agents
<br /> and assignees(the"Indemnified Parties"), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts(including
<br /> attorneys' fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Vendor, or its employees, agents,
<br /> subcontractors, or assignees in connection with this PO. This shall include, without limitation, any and all costs, expenses, claims, damages, liabilities,
<br /> court awards and other amounts incurred by the Indemnified Parties in relation to any claim that any work infringes a patent, copyright,trademark,trade
<br /> secret, or any other intellectual property right or any claim for loss or improper disclosure of any confidential information or personally identifiable
<br /> information.
<br /> 20. Notice. All notices given under this PO shall be in writing,and shall be delivered to the contacts for each party listed on the Purchase Order document.
<br /> Either party may change its contact or contact information by notice submitted in writing to the other party without a formal modification to this PO.
<br /> 21. Insurance. Except as otherwise specifically stated in this PO, Vendor shall obtain and maintain insurance as specified in this section at all times
<br /> during the term of this PO: (a) workers' compensation insurance as required by state statute, and employers' liability insurance covering all Vendor
<br /> employees acting within the course and scope of their employment; (b) Commercial general liability insurance written on an Insurance Services Office
<br /> occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability,
<br /> personal injury,and advertising liability with minimum limits as follows:$1,000,000 each occurrence;$1,000,000 general aggregate;$1,000,000 products
<br /> and completed operations aggregate;and$50,000 any one fire;and(c)Automobile liability insurance covering any auto(including owned,hired and non-
<br /> owned autos)with a minimum limit of$1,000,000 each accident combined single limit. If Vendor will or may have access to any protected information,
<br /> then Vendor shall also obtain and maintain insurance covering loss and disclosure of protected information and claims based on alleged violations of
<br /> privacy right through improper use and disclosure of protected information with limits of$1,000,000 each occurrence and$1,000,000 general aggregate
<br /> at all times during the term of this PO.Additional insurance may be required as provided elsewhere in this PO.All insurance policies required by this PO
<br /> shall be issued by insurance companies with an AM Best rating of A-VI II or better.This insurance requirement shall not apply if this PO is solely for goods,
<br /> as determined by the State, unless specifically stated otherwise in this PO or any attachment or exhibit to this PO. If Vendor is a public agency within the
<br /> meaning of the Colorado Governmental Immunity Act,then this section shall not apply and Vendor shall instead comply with the Colorado Governmental
<br /> Immunity Act.
<br /> 22. Termination Prior to Vendor Acceptance. If Vendor has not begun performance under this PO,the State may cancel this PO by providing written
<br /> notice to the Vendor.
<br /> 23. Termination for Cause. (a) If Vendor refuses or fails to timely and properly perform any of its obligations under this PO with such diligence as will
<br /> ensure its completion within the time specified in this PO,the State may notify 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 this PO or such part thereof as to which there has been delay or a failure.Vendor
<br /> shall continue performance of this PO to the extent not terminated. (b)Vendor shall be liable for excess costs incurred by the State in procuring similar
<br /> goods or services and the State may withhold such amounts as the State deems necessary. (c) If after rejection, revocation, or other termination of
<br /> Vendor's right to proceed under the UCC or this clause,the State determines for any reason that Vendor was not in default or the delay was excusable,
<br /> the rights and obligations of the State and Vendor shall be the same as if the notice of termination had been issued pursuant to termination under§25.
<br /> 24. Termination in Public Interest. The State is entering into this PO for the purpose of carrying out the public interest of the State,as determined by
<br /> its Governor, General Assembly,or Courts. If this PO ceases to further the public interest of the State as determined by its Governor, General Assembly,
<br /> or Courts,the State,in its sole discretion,may terminate this PO in whole or in part and such termination shall not be deemed to be a breach of the State's
<br /> obligations hereunder. This section shall not apply to a termination for cause, which shall be governed by§24. A determination that this PO should be
<br /> terminated in the public interest shall not be equivalent to a State right to terminate for convenience.The State shall give written notice of termination to
<br /> Vendor specifying the part of this PO terminated and when termination becomes effective. Upon receipt of notice of termination,Vendor shall not incur
<br /> further obligations except as necessary to mitigate costs of performance. For services or specially manufactured goods,the State shall pay(a)reasonable
<br /> settlement expenses, (b)this PO price or rate for supplies and services delivered and accepted, (c) reasonable costs of performance on unaccepted
<br /> supplies and services, and (d)a reasonable profit for the unaccepted work. For existing goods,the State shall pay(e)reasonable settlement expenses,
<br /> (f)the PO price for goods delivered and accepted, (g)reasonable costs incurred in preparation for delivery of the undelivered goods,and(h)a reasonable
<br /> profit for the preparatory work.The State's termination liability under this section shall not exceed the total PO price.As a condition for payment under this
<br /> section,Vendor shall submit a termination proposal and reasonable supporting documentation,and cost and pricing data as requested by the State.
<br /> 25. Funds Availability. Financial obligations of the State payable after the State's current fiscal year are contingent upon funds for that purpose being
<br /> appropriated,budgeted,and otherwise made available. If this PO is funded in whole or in part with federal funds,this PO is subject to and contingent upon
<br /> the continuing availability of federal funds for the purposes hereof.The State represents that it has set aside sufficient funds to make payment for goods
<br /> delivered in a single installment, in accordance with the terms of this PO.
<br /> 26. Governmental Immunity. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards,
<br /> commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental
<br /> Immunity Act, CRS§24-10-101,et seq.,the Federal Tort Claims Act,28 U.S.C. Pt.VI, Ch. 171 and 28 U.S.C. 1346(b),and the State's risk management
<br /> statutes, CRS §§24-30-1501, et seq. No term or condition of this PO shall be construed or interpreted as a waiver, express or implied, of any of the
<br /> immunities, rights, benefits,protections,or other provisions,contained in these statutes.
<br /> 27. Independent Contractor. Vendor shall perform its duties under this PO as an independent contractor and not as an employee. Neither Vendor nor
<br /> any agent or employee of Vendor shall be deemed to be an agent or employee of the State.Vendor shall not have authorization, express or implied,to
<br /> bind the State to any agreement, liability or understanding,except as expressly set forth herein.Vendor and its employees and agents are not entitled to
<br /> unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for
<br /> Vendor or any of its agents or employees. Vendor shall pay when due all applicable employment taxes, income taxes and local head taxes incurred
<br /> pursuant to this PO.Vendor shall(a)provide and keep in force workers'compensation and unemployment compensation insurance in the amounts required
<br /> by law, (b)provide proof thereof when requested by the State,and(c)be solely responsible for its acts and those of its employees and agents.
<br /> Page 2 of 6
<br /> Effective 7/1/2019
<br />
|