The following general terms and conditions shall apply to all purchases by or on behalf of Larimer County unless specifically provided otherwise on the front of this document:

THIS PURCHASE ORDER, together with these terms and conditions and any other attachments, exhibits, specifications, or appendices, whether attached or incorporated by reference (collectively the “PO”), shall represent the entire and exclusive agreement between the County and the Supplier, Vendor, Consultant, or Contractor (collectively the “Vendor).  If this PO refers to a bid, proposal, or quote, submitted by the Vendor in response to a formal solicitation for bid, proposal, or quote (collectively “solicitation”) by the County, this PO is an ACCEPTANCE of the Vendor’s OFFER TO SELL in accordance with the terms and conditions of this PO. If a solicitation is not referenced, this PO is an OFFER TO BUY, subject to Vendor’s acceptance, demonstrated by Vendor’s acceptance of payment, performance, or written acceptance of this PO.

1. Signature Authority.  This PO shall only be valid if signed by County’s Purchasing Manager or designee.
2. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.  If funds are not appropriated, budgeted or made available, this Contract shall immediately terminate without further obligation on the part of the County.  See also C.R.S. 30-25-103
3. Governmental Immunity.  Liability for claims for injuries to persons or property arising from negligence of the County, including without limitation its employees, departments, boards, offices, and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq. as applicable now or hereafter amended.  No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions contained in these statutes.
4. Independent Contractor. Vendor shall perform its duties hereunder as an independent contractor and not as an employee.  Neither Vendor nor any employee of Vendor shall be deemed to be an employee or agent of the County.  Vendor and its employees are not entitled to unemployment insurance or workers compensation benefits through the County and the County shall not pay for or otherwise provide such coverage.  Vendor shall be responsible for all employment taxes, income taxes or other taxes incurred in performing this Contract.  Vendor shall provide and keep in force workers’ compensation and unemployment compensation insurance in the amounts required by law, and provide proof thereof when requested, and to be solely responsible for its acts and those of its employees and agents.
5. Compliance with Law. Vendor shall strictly comply with all applicable federal, state, and local laws, rules, and regulations in effect or hereafter established, including, without limitation, Title II of the Americans with Disabilities Act of 1990, as amended, as well as laws applicable to discrimination and unfair employment practices.
6. Choice of Law, Jurisdiction, and Venue: Colorado law shall be applied in the interpretation, execution, and enforcement of this Contract.  Any provision included or incorporated herein which conflicts with said laws shall be null and void.  All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and venue shall be in Larimer County, Colorado or Colorado Federal District Court.  See also C.R.S. 24-106-109.
7. Prohibited Terms. Any term included in the Contract that requires Larimer County to indemnify or hold Vendor or any other party harmless; requires Larimer County to agree to binding arbitration; limits Vendor’s liability for damages to anything other than actual and direct damages; or that conflicts with this provision in any way shall be void ab initio. Any provision included or incorporated herein by reference which purports to negate any terms of this PO in whole or in part shall not be valid or enforceable in any action at law or equity, whether by way of complaint, defense, or otherwise.  Any provision rendered null and void by this provision shall not invalidate the remainder of the Contract.  See also C.R.S. 24-106-109; Colorado Constitution Article XI, Sections 1 and 2 and Article X, Section 20.
8. Conflict of Interest. The Vendor avers that to Vendor’s knowledge, no employee of the County has any personal or beneficial interest whatsoever in the service or property described in this Contract.  Vendor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Vendor’s services and Vendor shall not employ any person having such known interests.
9. Insurance. Vendor shall obtain and maintain at all times during the duration of this PO the insurance as described in the solicitation, or as otherwise required by the County, and shall provide proof of such coverage.
10. Changes & Order of Precedence.  Vendor shall furnish goods or services in strict accordance with the specifications and price set forth for each item.  This PO shall not be modified, superseded, or otherwise altered, except in writing signed by the County and accepted by Vendor. Any additional terms or conditions included in a Vendor form(s) or part(s) thereof, incorporated into any Vendor response to a solicitation, or transmitted to County by any other means, SHALL HAVE NO EFFECT and are DEEMED REJECTED unless expressly agreed to in writing by County as an amendment to this PO.
11. Assignment & Subcontracting. No part of this PO may be assigned or subcontracted without the prior written consent of the County.
12. Tax Exemption. The County is exempt from State, County, and Local sales and use taxes under Colorado Tax Exempt Number 98-04270, and no sales or use taxes shall be charged.
13. Termination. The County, by written notice, may terminate this PO in whole or in part with or without cause. In the event of termination for cause, the County shall be liable only for acceptably completed services and acceptable goods received; however, the County may withhold amounts due to the Vendor as the County deems necessary to reimburse the County for costs and expenses incurred in curing, completing or procuring similar goods and services.
14. Non-Waiver of Rights. No failure of either party to exercise any power given to it hereunder or to insist upon strict compliance by the other party with its obligations hereunder, no custom or practice of the parties at variance with the terms hereof, nor any payment under this agreement shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof.
15. Data Breach.  If at any time Vendor has access to, stores, or controls the transmission of electronic data or information provided to Vendor by County (“County Data”), the following obligations shall apply:
    1. Vendor shall implement safeguards and take all reasonable precautions to ensure County Data is accessed, stored, and transmitted securely and to prevent unauthorized access, use, loss, or disclosure, including without limitation industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data;
    2. Vendor’s collection, access, use, storage, disposal, and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives;
    3. Vendor shall notify the County of any actual or suspected incident that that compromises or is suspected to compromise the security, confidentiality, or integrity of County Data (“Incident”) as soon as practicable, but no later than 24 hours after it becomes aware, including but not limited to breaches of Vendor’s computer, information, email, financial, or other systems;
    4. In the event of an Incident, Vendor shall cooperate with the County’s investigation of the Incident, including making available all relevant records, logs, files, data reporting, and other materials necessary to comply with all applicable law or as otherwise reasonably required by County;
    5. If the Incident involves personal information of any kind or nature, at the option of County, Vendor shall satisfy any notification or other obligations imposed by law or reasonably imposed by County, or reimburse County for any costs it incurs in satisfying all such requirements and best practices;
    6. Vendor shall promptly return or destroy any County Data upon request from the County; and
    7. Vendor shall indemnify and defend County for any breach of the obligations in this Paragraph.
16. Warranty. The Vendor warrants and represents that it shall perform services in a timely, competent, and professional manner, and that all products and/or services furnished hereunder: (1) will conform in all respects to the terms of this order, including any drawings, specifications or standards incorporated herein; (2) are in good working order and condition; (3) are free from defects in design, materials, and workmanship; and (4) are merchantable and fit for their particular purpose. All provisions and remedies of the Colorado Uniform Commercial Code, C.R.S. Title 4, relating to implied and express warranties are incorporated herein, in addition to any warranties contained in this PO.
17. Delivery. Packing, packaging and freight charges are borne by the Vendor unless stated otherwise on this PO.  Time is of the essence on this contract.  If the Vendor fails to deliver or perform as and when promised, the County, at its sole discretion, may cancel its order, or any part thereof, without prejudice to its other rights, return all or part of any shipment so made, and charge the Vendor with any loss or expense sustained as a result of such failure to deliver or perform as promised. If delivery dates cannot be met, the Vendor agrees to advise the County, in writing, of the earliest possible shipping date for acceptance by the County.  Delivery shall not be deemed to be complete until goods have been actually received and accepted by the County. 
18. Inspection and Acceptance. Goods and material must be properly packaged.  Damaged goods and materials will not be accepted.  Final acceptance is contingent upon completion of all applicable inspection procedures. The County reserves the right to inspect the goods at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery.  In addition to the County’s other rights, goods rejected may be returned to the Vendor at the Vendor’s expense. The County shall have the right to inspect services provided under this PO at all reasonable times and places.  If any of the services do not conform to the PO requirements, the County may require the Vendor to perform the services again in conformity with the PO requirements, without additional compensation. When defects in the quality or quantity of service cannot be corrected by re-performance, the County may, (a) required the Vendor to take necessary action to ensure the future performance conforms to the PO requirements, and (b) equitably reduce the payment due to the Vendor to reflect the reduced value of the services performed. These remedies do not limit the remedies otherwise available in this PO, at law, or in equity.
19. Billing. All invoices should be mailed to the “Bill To” address stated on the reverse side of this PO and must include the Vendor’s name and phone number, and clearly list quantities, item descriptions, and units of measure.
20. Blanket POs. The County is obligated only to the extent of purchases actually made and received under a Blanket PO. A Blanket PO is intended to authorize the purchase of goods or services from a vendor as needed for a fiscal year and is not a guarantee of quantities or actual work required.
21. Right of Removal. The County retains the right to demand, at any time, regardless of whether Contractor is in breach, the immediate removal of any of Contractor’s employees, agents, or subcontractors from the work whom the County, in its sole discretion, deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Contract is deemed by the County to be contrary to the public interest or the County’s best interest.
22. Digital Accessibility. Contractor acknowledges that, pursuant to the Americans with Disabilities Act (“ADA”), as amended (42 U.S.C. Sec. 1201 et seq.), programs, services and other activities provided by a public entity to the public, whether directly or through a vendor, must be accessible to people with disabilities. Contractor shall provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation at all times and at no additional cost to County, including but not limited to the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et. seq.; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C § 701 et. seq.; and the Colorado Anti-Discrimination Act, C.R.S. 24-34-401 et. seq., as amended; and the Colorado Accessibility Standards for Individuals with a Disability, C.R.S. 24-85-101 et. seq., C.R.S. § 24-34-802 and C.R.S. § 24-85-103. Such compliance may include, but not be limited to supporting assistive software or devices such as large print interfaces, text-to-speech output, voice activated input, refreshable braille displays, and alternative keyboard or pointer interfaces, in a manner that, at minimum, is consistent with 8 CCR 1501-11, and version 2.1 Level AA of the Web Content Accessibility Guidelines (https://www.w3.org/TR/WCAG21/#background-on-wcag-2) or its successor standard as updated and adopted by any regulatory entity of competent jurisdiction. Contractor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility at any time. The only exception to the WCAG 2.1 Level AA compliance requirement is if making such modifications would fundamentally alter the nature of the service, program, or activity or present an undue financial, technical, or administrative burden.
23. Invoices. Unless a shorter time period is stated in another provision of the Contract, all invoices from the Contractor to County requesting payment for services/goods provided must be received by County sixty (60) days following the month in which such services/goods were provided or conducted. Failure to ensure that the County receives such invoices within this period of time shall result in all payment obligations associated with such services/goods identified in the delinquent invoice(s), even if reinserted or reclaimed in another invoice, being waived and County shall have no obligation to pay for such services/goods.