2000-03-17_GENERAL DOCUMENTS - C1981016 (2)

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performance of any resulting contract, no qualified individual with a 13. Assignment and Successors; Antitrust Claims. The vendor disability shall, by reason of that disability, be excluded from shall not assign rights or delegate duties under this purchase order, participation in, or be denied benefits of, services, programs, or or subcontract any part of the performance required under the activities performed by the vendor for the benefit of the State. purchase order, without the express, written consent of the State, which shall not be unreasonably withheld. This purchase order shall 19. Insurance. The vendor shall obtain, and maintain at all times inure to the benefit of and be binding upon the parties hereto and during the term of this purchase order, insurance as specified in the their respective successors and assigns. Assignment of accounts solicitation or order,and shall provide proof of such coverage. receivable may be made only with written notice furnished to the 20.Termination For Default/Cause.purchasing agency or institution. a. Except as otherwise agreed,the Uniform Commercial Code shall govern in the case of transactions in goods. In the case of services, 14. Indemnification. In the event any article sold or delivered under if the vendor refuses or fails to timely perform any of the provisions this purchase order is covered by any patent, copyright, trademark, of this purchase order, with such diligence as will ensure its or application therefor, the vendor will indemnify and hold harmless completion within the time specified in this purchase order, the the State of Colorado from any and all loss, liability, cost, expenses Purchasing Agent may notify the vendor in writing of the non- and legal fees incurred on account of any claims, legal actions, or performance, and if not promptly corrected within the time specified, judgments arising out of manufacture, sale or use of such article in such officer may terminate the vendor's right to proceed with the violation, infringement or the like of rights under such patent, purchase order or such part of the purchase order as to which there copyright, trademark or application. If this has been delay or a failure to properly perform. The vendor shall pp purchase order is for continue performance of the purchase order to the extent it is not services,to the extent authorized by law,the vendor shall indemnify, terminated and shall be liable for excess costs incurred in procuring save, and hold harmless the State, its employees and agents, similar goods or services elsewhere. Payment for completed against any and all claims, damages, liability and court awards services performed and accepted shall be at the purchase order including costs, expenses, and attorney fees incurred as a result of price. any act or omission by the vendor, or its employees, agents, subcontractors or assignees arising out of or in connection with b. In the case of remedies exercised .under this paragraph for performance of services ordered by this purchase order. services, or analogous remedies exercised under the Uniform Commercial Code for transactions in goods, the purchasing agency 15. INDEPENDENT CONTRACTOR. THE VENDOR SHALL may withhold amounts due to the vendor as the Purchasing Agent PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT deems to be necessary to reimburse the purchasing agency for the CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE excess costs incurred in curing, completing or procuring similar VENDOR NOR ANY AGENT OR EMPLOYEE OF THE VENDOR goods and services. SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR c. In the case of either transactions in goods or services,the vendor EMPLOYEE OF THE STATE. VENDOR SHALL PAY WHEN DUE shall not be in default by reason of any failure in performance of this ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX purchase order in accordance with its terms if such failure arises out WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOME of acts of God; acts of the public enemy; acts of the State and any TAX AND LOCAL HEAD TAX ON ANY MONIES PAID PURSUANT governmental entity in its sovereign or contractual capacity; fires; TO THIS CONTRACT. VENDOR ACKNOWLEDGES THAT THE floods; epidemics; quarantine restrictions; strikes or other labor VENDOR AND ITS EMPLOYES ARE NOT ENTITLED TO disputes;freight embargoes;or unusually severe weather. UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE d. If after rejection, revocation, or other termination of the vendor's VENDOR OR A THIRD PARTY PROVIDES SUCH COVERAGE right to proceed under the provisions of the Uniform Commercial AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE Code (in the case of transactions in goods) or this clause (in the PROVIDE SUCH COVERAGE. VENDOR SHALL HAVE NO case of services), it is determined for any reason that the vendor AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE STATE was not in default under the provisions of this clause, or that the TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING delay was excusable, the rights and obligations of the parties shall EXCEPT AS EXPRESSLY SET FORTH HEREIN.VENDOR SHALL be the same as if the notice of termination had been issued pursuant PROVIDE AND KEEP IN FORCE, WORKERS' COMPENSATION to the termination for convenience clause. (AND SHOW PROOF OF SUCH INSURANCE UPON REQUEST) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE 21. Termination For Convenience. AMOUNTS REQUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF VENDOR, ITS EMPLOYEES, a. Cancellation Prior to Contract Formation. When this purchase AND AGENTS. order is not accepted by written acknowledgment, this purchase order may be canceled by written or oral notice to the vendor prior to 16.Communication.All communications, including reports, notices, shipment of goods or beginning of performance of services. and advice of any nature,concerning administration of this purchase b. Termination After Contract Formation. Unless otherwise agreed order, prepared by vendor for the state agency's use, must be in writing, in addition to the rights and remedies governing furnished solely to the Purchasing Agent within the agency transactions in goods in the Uniform Commercial Code, the purchasing office. Purchasing Agent may when the interests of the purchasing agency so require terminate this purchase order in whole or in part, for the 17. Compliance with Laws. Vendor agrees to comply with all convenience of the agency or institution. The Purchasing Agent applicable federal and state laws, regulations and policies, as shall give written notice of the termination to the vendor specifying amended, including those regarding discrimination, unfair labor the part of the purchase order terminated and when termination practices, anti-kick-back and collusion. becomes effective. Upon receipt of the notice of termination, the vendor shall incur no further obligations except to the extent 18. Americans with Disabilities Act(ADA) Requirements. If this necessary to mitigate costs of performance. In the case of services solicitation contemplates the provision of state services to the public, or specially manufactured goods, the State shall pay reasonablesettlement expenses, the contract price or rate for supplies and the vendor shall, in addition to any other requirements under Title 11 services delivered and accepted, the reasonable costs of of the Americans with Disabilities Act, comply with the Title 11 performance on unaccepted supplies and services, and a requirements of the Americans with Disabilities Act regarding the reasonable profit for that unaccepted work, in accordance with the accessibility of the State's services and programs, as an explicit cost principles promulgated in accordance with section 24-107-101, requirement. The vendor assures that, at all times during the Colorado Revised Statutes, as amended. In the case of existing 2