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Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises
<br /> operations,fire damage, independent contractors, products and completed operations, blanket contractual liability, personal
<br /> injury, and advertising liability with minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate;
<br /> $1,000,000 products and completed operations aggregate; and $50,000 any one fire; and (c)Automobile liability insurance
<br /> covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident
<br /> combined single limit. If Vendor will or may have access to any protected information, then Vendor shall also obtain and
<br /> maintain insurance covering loss and disclosure of protected information and claims based on alleged violations of privacy
<br /> right through improper use and disclosure of protected information with limits of $1,000,000 each occurrence and
<br /> $1,000,000 general aggregate at all times during the term of this PO. Additional insurance may be required as provided
<br /> elsewhere in this PO. All insurance policies required by this PO shall be issued by insurance companies with an AM Best
<br /> rating of A-VIII or better. This insurance requirement shall not apply if this PO is solely for goods, as determined by the
<br /> State, unless specifically stated otherwise in this PO or any attachment or exhibit to this PO. If Vendor is a public agency
<br /> within the meaning of the Colorado Governmental Immunity Act, then this section shall not apply and Vendor shall instead
<br /> comply with the Colorado Governmental Immunity Act. The State shall be named as additional insured on all commercial
<br /> general liability policies required of Vendor. All insurance policies secured or maintained by Vendor in relation to this
<br /> Purchase Order shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or
<br /> otherwise against Vendor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.
<br /> 22. Termination Prior to Vendor Acceptance. If Vendor has not begun performance under this PO,the State may cancel
<br /> this PO by providing written 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
<br /> PO with such diligence as will ensure its completion within the time specified in this PO, the State may notify Vendor in
<br /> writing of non-performance and, if not corrected by Vendor within the time specified in the notice, terminate Vendor's right
<br /> to proceed with this PO or such part thereof as to which there has been delay or a failure.Vendor shall continue performance
<br /> 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,
<br /> or other termination of Vendor's right to proceed under the UCC or this clause, the State determines for any reason that
<br /> Vendor was not in default or the delay was excusable, the rights and obligations of the State and Vendor shall be the same
<br /> as if the notice of termination had been issued pursuant to termination under§24.
<br /> 24. Termination in Public Interest. The State is entering into this PO for the purpose of carrying out the public interest of
<br /> the State, as determined by its Governor, General Assembly, or Courts. If this PO ceases to further the public interest of
<br /> the State as determined by its Governor, General Assembly, or Courts, the State, in its sole discretion, may terminate this
<br /> PO in whole or in part and such termination shall not be deemed to be a breach of the State's obligations hereunder. This
<br /> section shall not apply to a termination for cause, which shall be governed by §23. 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
<br /> written notice of termination to Vendor specifying the part of this PO terminated and when termination becomes effective.
<br /> Upon receipt of notice of termination, Vendor shall not incur further obligations except as necessary to mitigate costs of
<br /> performance. For services or specially manufactured goods, the State shall pay (a) reasonable settlement expenses, (b)
<br /> 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)
<br /> reasonable settlement expenses, (f) the PO price for goods delivered and accepted, (g) reasonable costs incurred in
<br /> preparation for delivery of the undelivered goods, and (h) a reasonable profit for the preparatory work. The State's
<br /> termination liability under this section shall not exceed the total PO price. As a condition for payment under this section,
<br /> Vendor shall submit a termination proposal and reasonable supporting documentation, and cost and pricing data as
<br /> requested by the State.
<br /> 25. Funds Availability. Financial obligations of the State payable after the State's current fiscal year are contingent upon
<br /> funds for that purpose being appropriated, budgeted, and otherwise made available. If this PO is funded in whole or in part
<br /> with federal funds, this PO is subject to and contingent upon the continuing availability of federal funds for the purposes
<br /> hereof. The State represents that it has set aside sufficient funds to make payment for goods delivered in a single
<br /> 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,
<br /> its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited
<br /> by the provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., the Federal Tort Claims Act, 28
<br /> U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, CRS §§24-30-1501, et seq. No
<br /> term or condition of this PO shall be construed or interpreted as a waiver, express or implied, of any of the immunities,
<br /> 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
<br /> employee. Neither Vendor nor any agent or employee of Vendor shall be deemed to be an agent or employee of the State.
<br /> Vendor shall not have authorization, express or implied,to bind the State to any agreement, liability or understanding,except
<br /> as expressly set forth herein. Vendor and its employees and agents are not entitled to unemployment insurance or
<br /> workers compensation benefits through the State and the State shall not pay for or otherwise provide such
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<br /> Effective 7/1/2022
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