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places. The State shall be the sole judge in determining "equals"with regard to conformance with the specifications outlined
<br /> in this PO for quality, price, and performance. If any of the goods or services do not conform to this PO, the State, at its sole
<br /> discretion, may require Vendor to either (a) replace the goods specified by the State or (b) perform the services again,
<br /> without additional payment from the State. When defects in the quality or quantity of goods or services cannot be corrected
<br /> by replacement or re-performance, the State may (c) require Vendor to take necessary action to ensure that future
<br /> performance conforms to this PO and (d) equitably reduce the payment due Vendor to reflect the reduced value of the
<br /> goods or services performed. These remedies do not limit the remedies otherwise available in this PO, at law, or in equity.
<br /> 11. Taxes. The State is exempt from federal excise taxes and from State and local sales and use taxes. The State shall
<br /> not be liable for the payment of any excise, sales, or use taxes imposed on Vendor.A tax exemption certificate will be made
<br /> available upon Vendor's request.
<br /> 12. Payment. The State shall not pay Vendor any amount for performance under this PO in excess of the Document Total
<br /> set forth on the Purchase Order document. The State shall pay Vendor for all amounts due within 45 days after the State's
<br /> receipt of goods or services and acceptance of a correct invoice of amount due. Amounts not paid by the State within 45
<br /> days of the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the 45th day at the rate
<br /> set forth in CRS §24-30-202(24) until paid in full. Interest shall not accrue if a good faith dispute exists as to the State's
<br /> obligation to pay all or a portion of the amount due. Vendor shall invoice the State separately for interest on delinquent
<br /> amounts due, referencing the delinquent payment, number of day's interest to be paid, and applicable interest rate. The
<br /> State may benefit from any early payment discount offered by Vendor by making payment within the timeframes required
<br /> by Vendor to be eligible for such discount. If Vendor offers an early payment discount, then the discount shall be shown on
<br /> Vendor's invoices to the State, and if the State makes payment on the invoice within the time frame for the discount,Vendor
<br /> shall either(a)accept the payment amount less the appropriate discount or(b) refund the discount back to the State. Except
<br /> as specifically agreed in this PO, Vendor shall be solely responsible for all costs, expenses, and other charges it incurs in
<br /> connection with its performance under this PO.
<br /> 13. Assignment. Vendor's rights and obligations under this PO shall not be transferred or assigned without the prior,
<br /> written consent of the State and execution of a new PO. Any attempt at assignment or transfer without such consent and
<br /> new PO shall be void. Any new PO approved by the State shall be subject to the same terms and conditions as those set
<br /> forth in this PO.
<br /> 14. Subcontracts. Unless otherwise specified in this PO, Vendor shall not enter into any subcontract in connection with
<br /> its obligations under this PO without the prior, written approval of the State.Vendor shall submit to the State a copy of each
<br /> such subcontract upon request by the State.All subcontracts entered into by Vendor in connection with this PO shall comply
<br /> with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of
<br /> Colorado, and shall be subject to all provisions of this PO.
<br /> 15. Severability. The invalidity or unenforceability of any provision of this PO shall not affect the validity or enforceability
<br /> of any other provision of this PO,which shall remain in full force and effect, provided,that the parties can continue to perform
<br /> 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
<br /> expiration of this PO shall survive 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
<br /> intended to confer any rights or remedies upon any person or entity other than the parties. Enforcement of this PO and all
<br /> rights and obligations hereunder is reserved solely to the parties. Any services or benefits which third parties receive as a
<br /> 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
<br /> of enforcement,shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude
<br /> any other or further exercise of such right, power, or privilege.
<br /> 19. Indemnification. [Not Applicable to Inter-governmental POs] Vendor shall indemnify, save, and hold harmless the
<br /> State, its employees, agents and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims,
<br /> damages, liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred by any of the
<br /> Indemnified Parties in relation to any act or omission by Vendor, or its employees, agents, subcontractors, or assignees in
<br /> connection with this PO. This shall include,without limitation, any and all costs, expenses, claims,damages, liabilities, court
<br /> awards and other amounts incurred by the Indemnified Parties in relation to any claim that any work infringes a patent,
<br /> copyright, trademark,trade secret, or any other intellectual property right or any claim for loss or improper disclosure of any
<br /> confidential information or personally identifiable 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
<br /> on the Purchase Order document. Either party may change its contact or contact information by notice submitted in writing
<br /> 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
<br /> in this section at all times during the term of this PO: (a)workers' compensation insurance as required by state statute, and
<br /> employers' liability insurance covering all Vendor employees acting within the course and scope of their employment; (b)
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<br /> Effective 7/1/2022
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