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<br />1.OJ &rfAccepinum Ir this purchase order (`P(Y) arks to vendors bid or proposaL tbm PO is len
<br />ACCEPTANCE of vendor's OFFER TO SELL in a:aotdance with that terms sod conditions cribs
<br />"solkitsdorV ide ntiflad In vendors bid or proposal. The solicitation includes sP RPP, IFB, or any other
<br />form of order by buyer Ifs, bid or proposal is not referenced this PO Is as OFFER TO BUY. subject to
<br />vendors acceptance, demonstrated by vendoea perfolmanm or written acceptance of this PO. Any
<br />COUNTER -OFFER TO SELL automatically CANCELS this PO, unless achanga order m issued by
<br />buyer swepting a counter - offer. ThUPO shall supersede and control over any vendor farms) or part(s)
<br />thmof included in or attached to soy bid, proposal. offer, acknowledgment. or ahaiwise, lath? event of
<br />inconsimacks or contradictions, regardless of any statement to the con" in such form(s) ar parts
<br />thereof. 2 Safety Information All chemicals, equipment and materials proposed andror used in the
<br />performance of ibis PD shall conform to the requirements of the Occupational Sale ry and Health Act of
<br />1970. Yend w shall furnish all Material Safety Deis Shea is (MSDS) for any regulated chemicals,
<br />equipment or hazardous materials st the time ofdelrvory.
<br />3. Chun^ Vendor shall furnish products and /or serviceastdctly In accordance with tha specifications
<br />and price set forth for each item. This PO shall not be modified, superseded or otherwise attend, except in
<br />w riling signed by purchasing agent and accepted by vendor. Each sbipma at received or service performed
<br />shall comply wjib the Wine of this PD, oolwithstanding favoke terms or actaofve nd rto the contrary,
<br />unless Ale PO has been modillad superseded orotherwbas altered in accordance with this sectbo.
<br />4. Dellven. Unless otherwise specJ In the solicitation or Ibis PO, delivery shall be FOB destlnatiou.
<br />Buyer isrilybg on the promised delivery date, Inslalelbn, and/or service performance set faith in
<br />vendors bid or proposal asmaterial end basic to buyer's acceptance. If vendor falls to deliver or perform
<br />is and when promised buyer, in its sole discretion, may cancel its order or any part thereat without
<br />prejudice to its other rights return ail or pest of awry' all pment so made, and charge vendor with any lcos or
<br />expense sustained as a result of such failure to deliver or perform as promised. Time Is of the essence.
<br />S. Intellectual Properly. Any software, maeorch, reports, sludle s, data, photographs, negatives of other
<br />docuuments, draw ings or materials (collectively
<br />' maElW delivered by vendor in performance off ;
<br />obligatbos under this PD shall be the exclusive property of buyer. Ownership rights shall include, bus rut
<br />be ]Wired to, the sight to copy, publish, display, tronski, prepare derivano works, or otherwise use the
<br />materials Vendor shall comply wdb all applicable Cy ter Security Policies of the Slam of Colorado (the
<br />°Stem"), of buyer, as applicable, and all confidentiality and non-disclosure
<br />agueeaents, Seca r'uy controls, sad reporting requirements.
<br />A Qnatilf. Buyer snail be the sole judge in determinhlg - equalar w ith regard to quality, price and
<br />pedmnrtauce. AU pmdnctsdelivewd shoU be Pewit' rmnufactuxed end the current medal unless oterwke
<br />specifed.
<br />7. Warranties. All provisions and remedies of the Colorado Uniform Commercial Code, CRS, Tills d
<br />("GUfx ), rektinf to Implied andtorexpesswaueatksare inxrpatared hareia in addition to cry
<br />w arantks contained in this PO.or the specifications.
<br />& Impecnion and Acreptonos. Final acceptance isconthugeat upon completion of all applicable
<br />Inspectionproceduali. Uproducts orsery leas tai! to meet any hupection wquirementa buyer may
<br />exercise all of Itsrlghla, including those provided in The CUOC. 8uyershall have the right to Impect
<br />services provided under this PO at all reasonable time and piece& ^Sery ices" is need in this sactiob
<br />Includes sery Ices performed or tangible materld produced or delivered in the performonoo of service & If
<br />any of the services do not conform to PO requirements, buyer my equ Ire vendor to perform the services
<br />&gain In conformity with PD mqulements w Bbout additions] payment. W he n defects in The quality or
<br />quantify orsery ice cannot be corrected by remperforttance, buyer rosy (a) regahvendor to Lela necessary
<br />he lion toens ne that fu ture performance conforms to PDrequiremints and (b) equitably reduea the
<br />psymanl due vendor to reflect the induced value of the services performed. These reused ten do not limit
<br />the maladies ctheiwIse svallsble In this PO, at low, or In equity.
<br />9, Cart Mac mt Tic cash discount period w A start from the later of the date of recelpl of amplable
<br />Invoice, or from daE ofaeceipt of acceptable producidservices at the specified destination by an
<br />authorked buyer represents tire..
<br />Ili Trees; Buyer and the Stale are exempt from all federal excise face a rider Chapter 32 of the Internal
<br />Revenue Code ]No. 84.730123K] and from all State and local governme at sales and use axes [CRS. Title
<br />39, Article 26. Parts I and 1119ach exemptions apply when materials ate purchased for the bene fit of
<br />State, except the tin certain political subdivisions (e.g, City of Demei) vendor may be required to pay
<br />sales or use Texas even though the ultimate product or service is provided to buyer. Buyer shall not
<br />reimburse such sales or ass taxes
<br />al. Payment Buyer shall pay vendor for all amcounis due w T hin 45 days after receipt of products or
<br />sere ices and a correct notice of soon it due. Interest on the unpaid balance shall begin to accrue on the
<br />46th day at the ram set forth in CRS J24- 3(}-M(24) until paid in full Iuesest shall amt accrue if a good
<br />faith dispu E exists as to buyer s obligation to M all of a portion of the amountdup. Vendor shall invoice
<br />buyer separately for interest on delinquent amou its due, referencing the deWquentpaymeo4 number of
<br />day's merest to be paid, and applicable interest ram.
<br />12 Vendor Of i. [,Not AnWicuble do later- goveament d raps] Under CRS §2i- 30.202.1(?..), dv
<br />Slate Controller may withhold payment uMet the Site's vendor offset intercept system for debts owed to
<br />Slate agencies for:4a) unpaid child support debts or arsearages 4b) unpaid balances of Tact. accred
<br />interest, or Other charges specified in CRS §3M1 -101, et sac}; 4r) unpaid loans due to the Student Lean
<br />Division of to Departmentofeiigher Bducation;4d) amounts required to pe psid to the Unemployment
<br />Competrsation Fund, andiee otter unpaid dle btsowing to its State an a result of final agency
<br />deaurninatbP or judicial action
<br />13. AW4puorni n od Saccessorc Vendor shall not assign rights or delegate du tics under this PD, or
<br />subcontract any part of the perlorrmnce required under this PD,wklout the express written consent of
<br />buyer. This PO shall inure to the benefilof and be binding upon vendor and buyer and their respective
<br />successors ead assigns, Assignment of accountsieceivabk may be made only uponwfitlen notice
<br />fumisbed to buyer
<br />id. IndemaificailarL Irony article sold Or delivered under Ibis FO is covered by a parent, copyright.
<br />trademark or application tbamelore, vendor shall indemnify and hold harmless buyer from any and all
<br />bss, liability. cost expenses and Jegalfees Incurred on account of my claims, legal actions or judgment$
<br />arising out of m&nufacture, sale or use of such article in violation or infringeme at of rights under sac h
<br />patent. copyright trademark or application. If This PO is for services, vendor shall indemnify, save, end
<br />IoW blemkss buyer, ]isempbyees and agents, against any and ell claws damages, liability and court
<br />ewards Including costs, expemes, and aaorney fee s and related expe nses inured as a result orally act OF
<br />omission by vendor, or ruts employees, agents, subcontmelorsor assignees, arising on 1 of or In confection
<br />w th parromisnae of sere ices under this P0.
<br />Issued by ale Office of the Slue Com oldr
<br />Rule 2-2
<br />13. Independent Contractor, Vendor shall perform its duties hereunder as an independent contractor and
<br />not as onempbyee. biokher vemlor not any agent or employee orw ndw shall be deemed to be so agent
<br />memployee ofbuyer. Vendor and Its byees antd agents are mtentitled no unertpbyment insurance
<br />orwoslers compensation benefits throu hg buyer and buyer shag not pay for or otherwise provide such
<br />coverage for vendor or ally of its agents orenpbyees. Unemployment insurance benefits will be available
<br />to vendor and its employees and agents only if coverage is made available by vendor or a third party.
<br />Vendor shall pay when due all applicableemploymaot, income, and local lead taxes incurred pursuant to
<br />this PD. Vendor shell not hove authorisation, express or implied to bind buyer to any asneemenL liability
<br />w undersmuding, except as expressly
<br />set forth limin. Vendor shall (a) provide and Jeep in force workers' compensation and urempbynent
<br />compensation insurance in the &man are required by law, r; b? provide prooftheeofwben requested by
<br />buyer, and 4c) be solely responsible for its acts and those of its employees and write.
<br />ifs Commuoicnlioa All crmmunkation concumlgg administration of this PC, proposed by vendor for
<br />buyer's ue, shall be furnished solely sopurchasiog agent.
<br />17. Compliame. Vendor shall strictly comply wjib sit applicable federal and state laws, rule% and
<br />Page lations in effect or hereafter established, including, without limitation, laws applicable to
<br />discrimination and unfalrempbyment practices.
<br />lit, Inairanrr. Vendor shall obtain and maintain, at all times during the Erm of this PD, insurance as
<br />specified to the soliclmlbn, and provide proof of such coverage as requested by purchasing agent.
<br />lit Terminnrlon Prior to Shipment Yvendor has Pot accepted this PD in wrllmg, buyer m may cancel this
<br />PO by written ororal notice tovendor prior to shipment of golds or commencement of serOms.
<br />211. U minslioo for Coarse. on If vendor refuses or falls to time ard properly perform any of hs
<br />obligations under this POwkb inch diligence as willensure its completion within the thre specified
<br />hernia, buyer may notify vendor In writing of oomVilosmance and, Hootcorrected by vendor within the
<br />tuna specified In the notice, teetinale vendors right to proceed with the PO of such part thereof as to
<br />which them has been delay of a Minn. Vendor shall continue performance of this PO to the extent tut
<br />Terminated and be liable For excess owls incurred by buyer in procuring similar goods or services
<br />elsewhere. Pay meal for o mpleled cervices performed and accepted shall be it the price set forth in this
<br />PD. 4 b1. B uyer nosy w ithhold small are due to vendor as buyerdeerns race ssary to reimburse buyer for
<br />excess costs Incurred in curing, completing or procuring similar goods am servicesAc) If afterrejecdon.
<br />evocation. of other termination ofvendors right to proceed under to CUCC or this clause, huyer
<br />determines for say reason that vendor as not in default or the daby was excusable, the rights and
<br />obligations of buyer and ve ndor shall be the came so if the notice of termination had teen issued pursuant
<br />to ermi Ilion under §21.
<br />2L Termination in Public Interest. Buyer isenering into this PO for the purpose ofcamrying out the
<br />public policy of the State, as deermined by its Governor, Oer*mJ A isembly, and Cc urm If this PO
<br />ceases to further the public policy of the State, buyer, In its sole discretion. may ermfnare this PO in
<br />w hole or In pert and inch Termination shall not be deemed to he a breach of buyer a obligations hereunder.
<br />This 2c don shall not apply to a lermlmt on for vendor's baimb.wLich sha ll be imerned by §20. Bayer
<br />she 11 give written notice of termination to %nda speclfymg the put of the PO terrains led and when
<br />serial nation barnesefkctite. Upon receipt of notice of termination, vendor shall not Incur further
<br />obligations except is necessary to "lights costs of performahce. For services or specially msaufiCtued
<br />goods buyer shall pay (a) tessonible allkaenlexperim (b) the PO prix or ale for supplies and
<br />services delivered and accepted, (c) resso stable outs of performance on auncoupled supplies and sery ices,
<br />and (d) a reasonable profit for the unaccepted work. For exIsting pads, buyer sWl pay (e) reasonable
<br />settlementexpemes, (Q the PD pike for goads delivered and accepted W reasonable costs Incurred In
<br />preparation for delivery of The undellvered foods, aid (h) a reasonable profs for gee preparatory wwk
<br />Buyer's brn ibstion liability under This section shall not exceed the total PO price plus a anuonabk cost
<br />for settlement expenses. Vendor shall submit a erminstbn proposal end maronshle supporting
<br />documentation, and cost and pricing data as faille Ind by CRS §24 -1066 101, upon request of buyer.
<br />22. PO Approval. This PD shall not be valid unless it is execuled by purc hasing agent. Buyer shall not be
<br />responsible or liable for products or here ims delivered or Performed ed prior to proper execu tion baneof
<br />23. hind Avmlabil tp. Financial obligations of buyer payable after the current fiscal year are contingent
<br />upon funds for that purpose being appropriated hudgaed and otherwise made available.Ifthis PO is
<br />funded in whole or in part wish federal funds, this PO is subjec t to aid contingent upon the continu ing
<br />availability of federal funds for the purposes hereof. Buyer represents that it has set aside sufficient funds
<br />To make payment for goods delivered in a single installue at, in accordancewith the Erse of this PO.
<br />24 Chaim of Law. State law s, rules and regulations shall be applied in the interpretation, execution. and
<br />enforcement of this PD. The CU CC shall govern ibis PO in the case of goods unless otherwise agreed in
<br />this PD. Any provision included or imxuporared herein by reference which con flicis wkb sac laws riles,
<br />and regulations is null and void. Any provis ion Incorporated herein by refeence which purports to regae
<br />this or any other pmvisbn To this PD in whole or in part shall not be valid or eaforceable or available to
<br />any action at law, whether by way ofcompbint, defense, or otherwise. Unless oterwLee speeifkd in be
<br />solicitation or ibis P0, venue for any jud kin Ior administrative ectft arising out of or in connection with
<br />this PD shall be in Dormer, Colorado. Vendor shall exhaaat administrative remedies to CRS §24-1D) -106,
<br />prior to commencing any judicial action against buyer.
<br />2S. Public Contracts for Services [We Ap+p§caNe id glpir issuance. Par sate a) secarides, inve56nent
<br />"d isory senicA f rrad.wwg'emeat aer'leaS fpfMmfNeQ jX Mlefgoveram 110 of
<br />info"A lion rechadI"serlRr6 of pwuds a/rdsefrte4Sj Ye ndor certifies, warrants, and ogees that it
<br />does not knowingly employ or contact w @h an illegal alien who w ill perform work under this PO and
<br />wUl cc Mina the empbymeateligibility ofall employees w ho are newly hired for employment in the
<br />UPiked States To rerforinwork under this PO thmugh panic ipetion in the &Verify Program or the
<br />Department pmgramests blished pursuant to CRS §5- 17.5- 102(5)(cL Vendor shall Dot knowiogly empby
<br />or contact with coo illegal alien to perform work under this PD or enter into a Contact or PD with a
<br />subcontractor that fails to certify to vendor that the subcontractor shall not knowmgly employ or contract
<br />w ¢h coo illegal ol" To perform work under this P0. Vender shall (it) not use &Verify Program or
<br />Department program, procedures to undkriab pre-employment screening of job applicants during
<br />performance of this PC4 ib) notify subcontractorand buyer within three days ifvendor has actual
<br />knowledge that all bcontre ctor is employ Ing of contracting w Rh an Stage] alien for work under this PD, 4t.)
<br />terminate the subcontract if subcontractor does not stop employing or aoatractingwith the illegal alien
<br />wkhin three days ofteceiving notice, and id) comply with reasonable requests made in the course of in
<br />investigation. underiahen purecent to CRS { &172L102(5), by the Colorado Department of Labor all
<br />Bmpkymenr If vandar participates In the Department program, vendor shall deliver to the buyer a
<br />written, marked affirmation that vendor has examined the kgsiwork state Iofsuchemployee, and shall
<br />comply with all of the other requirements of tie Department program. If vendor falls to comply with airy
<br />requiremnn of this provis bn or CRS §5. 17,-101 et seq., buyer Any terminate this PD for breach ant, if
<br />to To sminaled, vendor shall be lis ble for damages.
<br />2ri Itiabtic Contracts with Nmarol Masons. Vendor, if a natural person eighteen (Ig) yesss ofngo or
<br />older, hereby swears and affirms undo penalty of perjury the to or aloe ia) is a chaen orotnenwise
<br />lawfully present in the United States pursuant to kderal low, Obi shall conplywith she provisions of CRS
<br />§2d- 76,5 -101 at seq., and i ci has prod aced a form of identd7calboo required by CRS 824.76.5-103 prior to
<br />the doe vendor delivers goals or begins per forming services under Ermm of the PO.
<br />Dale Issued: WIR4
<br />Dole P2vissed: TIM
<br />As of 01/08/09
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