ࡱ> +.()*{ 3tbjbj88 xZfZf^))t7t7t7t7t777787T97=&:=(0=0=0= >@KE,wG$c9t7H > >HHt7t70=0=OOOHRt70=t70=OHOO 0= Hd* 0=rITt7HHOHHHHHLHHH=HHHHHHHHHHHHH)X :6:  Fort Lewis College State Contract with ___________________________ TABLE OF CONTENTS  TOC \h \z \t "Heading 1,1"  HYPERLINK \l "_Toc322530625" 1. PARTIES  PAGEREF _Toc322530625 \h 1  HYPERLINK \l "_Toc322530626" 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY  PAGEREF _Toc322530626 \h 1  HYPERLINK \l "_Toc322530627" 3. RECITALS  PAGEREF _Toc322530627 \h 1  HYPERLINK \l "_Toc322530628" 4. DEFINITIONS  PAGEREF _Toc322530628 \h 2  HYPERLINK \l "_Toc322530629" 5. TERM  PAGEREF _Toc322530629 \h 3  HYPERLINK \l "_Toc322530630" 6. STATEMENT OF WORK  PAGEREF _Toc322530630 \h 4  HYPERLINK \l "_Toc322530631" 7. PAYMENTS TO CONTRACTOR  PAGEREF _Toc322530631 \h 4  HYPERLINK \l "_Toc322530632" 8. CONTRACTOR RECORDS  PAGEREF _Toc322530632 \h 5  HYPERLINK \l "_Toc322530633" 9. CONFIDENTIAL INFORMATION-STATE RECORDS  PAGEREF _Toc322530633 \h 6  HYPERLINK \l "_Toc322530634" 10. CONFLICTS OF INTEREST  PAGEREF _Toc322530634 \h 7  HYPERLINK \l "_Toc322530635" 11. REPRESENTATIONS AND WARRANTIES  PAGEREF _Toc322530635 \h 7  HYPERLINK \l "_Toc322530636" 12. INSURANCE  PAGEREF _Toc322530636 \h 8  HYPERLINK \l "_Toc322530637" 13. BREACH  PAGEREF _Toc322530637 \h 9  HYPERLINK \l "_Toc322530638" 14. STATE REMEDIES  PAGEREF _Toc322530638 \h 9  HYPERLINK \l "_Toc322530639" 15. NOTICES and REPRESENTATIVES  PAGEREF _Toc322530639 \h 11  HYPERLINK \l "_Toc322530640" 16. RIGHTS IN DATA AND DOCUMENTS  PAGEREF _Toc322530640 \h 11  HYPERLINK \l "_Toc322530641" 17. GOVERNMENTAL IMMUNITY  PAGEREF _Toc322530641 \h 12  HYPERLINK \l "_Toc322530642" 18. GENERAL PROVISIONS  PAGEREF _Toc322530642 \h 12  HYPERLINK \l "_Toc322530643" 19. SPECIAL PROVISIONS  PAGEREF _Toc322530643 \h 13  HYPERLINK \l "_Toc322530644" 20. SIGNATURE PAGE  PAGEREF _Toc322530644 \h 16  PARTIES This State Contract dated _________, 2020 (hereinafter called Contract or contract) is entered into by and between___________________, a _________ corporation (hereinafter called Contractor or ______), and the STATE OF COLORADO, acting by and through the Board of Trustees of Fort Lewis College for the use and benefit of Fort Lewis College (hereinafter called the State or College). Contractor and the State hereby agree to the following terms and conditions. EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Contract shall not be effective or enforceable until it is approved and signed by the Colleges Vice President for Finance and Administration (hereinafter called the Effective Date). The State shall not be liable to pay or reimburse Contractor for any performance hereunder including, but not limited to, costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date or after the expiration or earlier termination of this Contract. RECITALS Authority, Appropriation, And Approval Authority to enter into this Contract exists in 23-52-101, et seq., C.R.S., and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and coordination have been accomplished from and with appropriate agencies. The Contractor was selected by the State through a _____________, FLC ____, for ______ (the RFP). Consideration The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Contract. Purpose Contractor shall provide the College with ________________ in accordance with Exhibit A, the Statement of Work, the States ______ and the Contractors Response dated _______________. References All references in this Contract to sections (whether spelled out or using the symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: Budget Budget means the budget attached hereto as Exhibit ___. Business Day Business Day means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in 24-11-101(1), C.R.S. Contract Contract means this Contract, its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Contract, and any future modifying agreements, exhibits, attachments or references incorporated herein pursuant to Colorado State law and the Colleges Fiscal Rules. Contract Funds Contract Funds means funds available for payment by the State to Contractor pursuant to this Contract. CORA CORA means the Colorado Open Records Act, 24-72-200.1, et. seq., C.R.S. Evaluation Evaluation means the process of examining Contractors Work and rating it based on criteria established in 6 and Exhibit A. Exhibits and other Attachments The following are attached hereto and incorporated by reference herein: Exhibit A, the Statement of Work, Exhibit B, Prices and Rates, and Exhibit C, sample option letter. Fiscal Year or FY Fiscal Year or FY means the States fiscal year, which begins on July 1 of each calendar year and ends on June 30 of the following calendar year. Goods Goods means tangible material acquired, produced, or delivered by Contractor either separately or in conjunction with the Services that Contractor provides hereunder. Incident Incident means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. Party or Parties Party means the State or Contractor and Parties means both the State and Contractor. PII PII means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individuals identity, such as name, social security number, date and place of birth, mothers maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in 24-72-501, C.R.S. Review Review means examining Contractors Work to ensure that it is adequate, accurate, correct and in accordance with the criteria established in 6 and Exhibit A. Services Services means the required services to be performed by Contractor pursuant to this Contract. State Confidential Information State Confidential Information means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII and State personnel records not subject to disclosure under CORA. State Records State Records means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. Subcontractor Subcontractor means third-parties, if any, engaged by Contractor to aid in performance of its obligations. Work Work means the tasks and activities Contractor is required to perform to fulfill its obligations under this Contract and Exhibit A, including the performance of the Services and delivery of the Goods. Work Product Work Product means the tangible or intangible results of Contractors Work, including, but not limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts. Work Product does not include any material that was developed by the Contractor prior to the Effective Date that is used, without modification, in the performance of the Work. TERM Initial Term-Work Commencement The Parties respective performances under this Contract shall commence on the later of either the Effective Date or__________, 2020 and shall terminate on June 30, 20__ (the Initial Term), unless sooner terminated or further extended as specified elsewhere herein. Two Month Extension The State, at its sole discretion upon written notice to Contractor as provided in 15, may unilaterally extend the Term of this Contract for a period not to exceed two months if the Parties are negotiating a replacement Contract or an amendment to this Contract (and not merely seeking a term extension) at or near the end of the Initial Term or any Renewal Term. The provisions of this Contract in effect when such notice is given, including, but not limited to prices, rates, and delivery requirements, shall remain in effect during the two-month extension. The two month extension shall immediately terminate when and if a replacement Contract is approved and signed by the Colleges Vice President for Finance and Administration. States Option to Extend The State may require continued performance for a period of four (4) one-year renewal terms (each a Renewal Term) ending June 30 at the same rates and same terms specified in the Contract. If the State exercises this option, it shall provide written notice to Contractor at least 30 days prior to the end of the current contract term in a form substantially equivalent to Exhibit C, the sample option letter. If exercised, the provisions of the option letter shall become part of and be incorporated into this Contract. The Initial Term and each Renewal Term are collectively referred to as the Term. In the event that the Parties agree to revise the rates, then a Renewal Term shall be effective upon the execution by the Parties of a formal written amendment to this Contract to extend the Term and incorporate the new rates. The total duration of this Contract, including the exercise of any options under this clause, shall not exceed _____ (____) years ending June 30, 20___. Right to Renew - OPTIONAL The Parties may agree to renew this Contract for a period of four (4) one-year renewal terms (each a Renewal Term) ending June 30 at the same terms specified in the Contract. The Initial Term and each Renewal Term are collectively referred to as the Term. In the event that the Parties agree to renew the Contract, then a Renewal Term shall be effective upon the execution by the Parties of a formal written amendment to this Contract to extend the Term and incorporate the new rates and the maximum amounts payable by Fiscal Year for the Renewal Term. The total duration of this Contract shall not exceed five (5) years ending June 30, 20__. STATEMENT OF WORK Completion Contractor shall complete the Work and its other obligations as described herein, including Exhibit A (the Statement of Work), and Exhibit ___ . The State shall not be liable to compensate Contractor for any Work performed prior to the Effective Date or after the termination or expiration of this Contract. Goods and Services Contractor shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Contract Funds and shall not increase the maximum amount payable hereunder by the State. Employees All persons employed by Contractor or Subcontractors to perform Work under this Contract shall be Contractors or Subcontractors employee(s) for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Contract. Reporting-Notification Reports, Evaluations, and Reviews required under this 6 shall be in accordance with the procedures of and in such form as prescribed by the State. Subcontracts Copies of any and all subcontracts entered into by Contractor to perform its obligations hereunder shall be submitted to the State or its principal representative upon request by the State. Any and all subcontracts entered into by Contractor related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado. PAYMENTS TO CONTRACTOR The State shall, in accordance with the provisions of this 7, pay Contractor in the amounts and using the methods set forth below: Maximum Amount For the Initial Term, the maximum amount payable under this Contract to Contractor by the State is $_______, as determined by the State from available funds. Payments to Contractor are limited to the unpaid obligated balance of the Contract as set forth in this Section 7 and Exhibit A. For the Initial Term and if subsequently renewed by the Parties in accordance with Section 5 hereof, the maximum amount payable by the State to Contractor during each State Fiscal Year of this Contract shall be: $__________ in FY 20__-20__$__________ in FY 20__-20__$__________ in FY 20__-20__$__________ in FY 20__-20__$__________ in FY 20__-20__In the event that the State elects or is required to purchase additional Services, hours or incur additional expenses, and such purchase would exceed the maximum amount(s) provided above, the Parties may amend this Contract to authorize the purchase, encumber the funds, and increase the maximum amount for that Fiscal Year or Years. Payment Advance, Interim and Final Payments Any advance payment allowed under this Contract or in Exhibit A shall comply with the Colleges Fiscal Rules and be made in accordance with the provisions of this Contract and its Exhibit A. Contractor shall initiate any payment requests by submitting invoices to the State in the form and manner set forth and approved by the State. Interest The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents performance by Contractor previously accepted by the State. Uncontested amounts not paid by the State within 45 days shall bear interest on the unpaid balance beginning on the 46th day at a rate not to exceed one percent per month until paid in full; provided, however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. Contractor shall invoice the State separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment, the number of days interest to be paid and the interest rate. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the States current Fiscal Year. Therefore, Contractors compensation beyond the States current Fiscal Year is contingent upon the continuing availability of State appropriations as provided in the Special Provisions. If federal funds are used to fund this Contract, in whole or in part, the States performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Contract shall be made only from available funds encumbered for this Contract and the States liability for such payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Contract, the State may, upon written notice to Contractor, terminate this Contract immediately, in whole or in part, without further liability in accordance with the provisions hereof. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of termination. Erroneous Payments At the States sole discretion, payments made to Contractor in error for any reason, including, but not limited to overpayments or improper payments, and unexpended or excess funds received by Contractor, may be recovered from Contractor by deduction from subsequent payments under this Contract or other contracts, grants or agreements between the State and Contractor or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any party other than the State. Use of Funds Contract Funds shall be used only for eligible costs identified herein and/or in the Budget. CONTRACTOR RECORDS Maintenance Contractor shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services or Goods hereunder. Contractor shall maintain such records until the last to occur of: (i) a period of three years after the date this Contract expires or is sooner terminated, or (ii) final payment is made hereunder, or (iii) the resolution of any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is pending, until such audit has been completed and its findings have been resolved (collectively, the Record Retention Period). Inspection Contractor shall permit the State, the federal government and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Contractor's records related to this Contract during the Record Retention Period to assure compliance with the terms hereof or to evaluate performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the Term of this Contract, including any extensions or renewals. If the Work fails to conform to the requirements of this Contract, the State may require Contractor promptly to bring the Work into conformity with Contract requirements, at Contractors sole expense. If the Work cannot be brought into conformance by re-performance or other corrective measures, the State may require Contractor to take necessary action to ensure that future performance conforms to Contract requirements and exercise the remedies available under this Contract, at law or in equity, in lieu of or in conjunction with such corrective measures. Monitoring Contractor shall permit the State, the federal government, and governmental agencies having jurisdiction, in their sole discretion, to monitor all activities conducted by Contractor pursuant to the terms of this Contract using any reasonable procedure, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, formal audit examinations, or any other procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Contractors performance hereunder. Final Audit Report If an audit is performed on Contractors records for any Fiscal Year covering a portion of the Term of this Contract, Contractor shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. CONFIDENTIAL INFORMATION-STATE RECORDS Contractor shall comply with the provisions of this 9 if it becomes privy to State Records in connection with its performance hereunder. Confidentiality Contractor shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Contractor for the sole and exclusive benefit of the State, unless those State Records are otherwise publically available at the time of disclosure. Contractor shall not, without prior written approval of the State, use for Contractors own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Contract. Contractor shall provide for the security of all State Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines. Any request or demand by a third party for State Records in the possession of Contractor shall be immediately forwarded to the Colleges President. Notification Contractor shall notify its agents, employees, Subcontractors and assigns who may come into contact with State Records and State Confidential Information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before permitting them to access such records and information. Use, Security, and Retention State Confidential Information of any kind shall not be distributed or sold to any third party or used by Contractor or its agents in any way, except as authorized by this Contract or approved in writing by the State. Contractor shall provide and maintain a secure environment that ensures confidentiality of all State Records and other State Confidential Information wherever located. State Confidential Information shall not be retained in any files or otherwise by Contractor or its agents, except as permitted in this Contract or approved in writing by the State. Upon the expiration or earlier termination of this Contract, Contractor shall return State Records provided to Contractor or destroy such State Records and certify to the State that it has done so, as directed by the State. If Contractor is prevented by law or regulation from returning or destroying State Confidential Information, Contractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information after the expiration or earlier termination of this Contract. Incident Notice and Remediation If Contractor becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. After an Incident, Contractor shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State, at no additional cost to the State. Disclosure-Liability Disclosure of State Records or other State Confidential Information by Contractor for any reason may be cause for legal action by third parties against Contractor, the State or their respective agents. Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees pursuant to this 9. CONFLICTS OF INTEREST Contractor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Contractors obligations hereunder. Contractor acknowledges that with respect to this Contract, even the appearance of a conflict of interest is harmful to the States interests. Absent the States prior written approval, Contractor shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Contractors obligations to the State hereunder. If a conflict or appearance exists, or if Contractor is uncertain whether a conflict or the appearance of a conflict of interest exists, Contractor shall submit to the State a disclosure statement setting forth the relevant details for the States consideration. Failure to promptly submit a disclosure statement or to follow the States direction in regard to the apparent conflict constitutes a breach of this Contract. REPRESENTATIONS AND WARRANTIES Contractor makes the following specific representations and warranties, each of which was relied on by the State in entering into this Contract. Standard and Manner of Performance Contractor shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in Contractors industry, trade, or profession and in the sequence and manner set forth in this Contract. Legal Authority Contractor Signatory Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, and by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms. If requested by the State, Contractor shall provide the State with proof of Contractors authority to enter into this Contract within 15 days of receiving such request. Licenses, Permits, Etc. Contractor represents and warrants that as of the Effective Date it has, and that at all times during the Term hereof, it shall have and maintain, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorizations required by law to perform its obligations hereunder. Contractor warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly perform this Contract, without reimbursement by the State or other adjustment in Contract Funds. Additionally, all employees, agents, and Subcontractors of Contractor performing Services under this Contract shall hold all required licenses or certifications, if any, to perform their responsibilities. Contractor, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Contractor to properly perform the terms of this Contract is a material breach by Contractor and constitutes grounds for termination of this Contract. INSURANCE Contractor shall obtain, maintain and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the Term of this Contract. All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies with an AM Best rating of A-VIII or better. Workers Compensation Workers compensation insurance as required by state statute and employers liability insurance covering all of Contractor and Subcontractor employees acting within the course and scope of their employment. General Liability Insurance Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: (a) $1,000,000 each occurrence; (b) $2,000,000 general aggregate; (c) $1,000,000 products and completed operations aggregate; and (d) $50,000 any one fire. Automobile Liability Insurance Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of $1,000,000 each accident combined single limit. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: (a) $1,000,000 each occurrence; and (b) $1,000,000 general aggregate. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Contractor and any Subcontractor hereunder. Primacy of Coverage Coverage required of Contractor and each Subcontractor shall be primary over any insurance or self-insurance program carried by Contractor or the State. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Contractor and Contractor shall forward such notice to the State in accordance with 15 within seven (7) Business Days of Contractors receipt of such notice. Subrogation Waiver All insurance policies secured and maintained by Contractor or its Subcontractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against the Contractor (where applicable) and the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. Certificates Contractor shall provide the State with certificates showing insurance coverage required hereunder within seven (7) Business Days of the Effective Date of this Contract. Contractor shall provide to the State certificates evidencing Subcontractor insurance coverage required hereunder within seven (7) Business Days following Contractors execution of the subcontract. No later than 15 days prior to the expiration date of any such coverage, Contractor shall deliver to the State certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other time during the Term of this Contract or any sub-contract, Contractor shall, within seven (7) Business Days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this 12. BREACH Defined In addition to any breaches specified in other sections of this Contract, the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof, shall also constitute a breach. Notice and Cure Period In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in 15. If such breach is not cured within 30 days of receipt of written notice, or if a cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with due diligence, the aggrieved Party may exercise any of the remedies set forth in 13(C) or 14, where applicable. Notwithstanding anything to the contrary herein, the State, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Contract in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. Contractor Remedies If the State is in breach of any provision of this Contract and does not cure such breach, Contractor, following the notice and cure period in 13(B), shall have all remedies available at law and equity. STATE REMEDIES If Contractor is in breach under any provision of this Contract, the State shall have all of the remedies listed in this 14 in addition to all other remedies set forth in other sections of this Contract following the notice and cure period set forth in 13(B). The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. Termination for Cause and/or Breach The State may terminate this entire Contract or any part of this Contract. Exercise by the State of this right shall not be a breach of its obligations hereunder. Contractor shall continue performance of this Contract to the extent not terminated, if any. Obligations and Rights To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Contracts terms. At the sole discretion of the State, Contractor shall assign to the State all of Contractor's right, title, and interest under such terminated orders or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the State has an interest. All materials owned by the State in the possession of Contractor shall be immediately returned to the State. All Work Product, at the option of the State, shall be delivered by Contractor to the State and shall become the States property. Payments The State shall reimburse Contractor only for accepted performance up to the date of termination. If, after termination by the State, it is determined that Contractor was not in breach or that Contractor's action or inaction was excusable, such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shall be the same as if this Contract had been terminated in the public interest, as described herein. Damages and Withholding Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Contract by Contractor and the State may withhold any payment to Contractor for the purpose of mitigating the States damages, until such time as the exact amount of damages due to the State from Contractor is determined. The State may withhold any amount that may be due Contractor as the State deems necessary to protect the State against loss, including loss as a result of outstanding liens, claims of former lien holders, or for the excess costs incurred in procuring similar goods or services. Contractor shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. Early Termination in the Public Interest The State is entering into this Contract for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and/or Courts. If this Contract ceases to further the public policy of the State, the State, in its sole discretion, may terminate this Contract in whole or in part without penalty or liability. Exercise by the State of this right shall not constitute a breach of the States obligations hereunder. This subsection shall not apply to a termination of this Contract by the State for cause or breach by Contractor, which shall be governed by 14(A) or as otherwise specifically provided for herein. Method and Content The State shall notify Contractor of such termination in accordance with 15. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Contract. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Contractor shall be subject to and comply with the same obligations and rights set forth in 14(A)(i). iii. Payments If this Contract is terminated by the State pursuant to this 14(B), the State shall reimburse Contractor only for accepted performance up to the date of termination. Remedies Not Involving Termination The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: Suspend Performance Suspend Contractors performance with respect to all or any portion of this Contract pending necessary corrective action as specified by the State without entitling Contractor to an adjustment in price/cost or performance schedule. Contractor shall promptly cease performance and incurring costs in accordance with the States directive and the State shall not be liable for costs incurred by Contractor after the suspension of performance under this provision. Withhold Payment Withhold payment to Contractor until corrections in Contractors performance are satisfactorily made and completed. Deny Payment Deny payment for those obligations not performed, that due to Contractors actions or inactions, cannot be performed or, if performed, would be of no value to the State; provided, that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. Removal Notwithstanding any other provision herein, the State may demand immediate removal of any of Contractors employees, agents, or Subcontractors whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Contract is deemed to be contrary to the public interest or the States best interest. Intellectual Property If Contractor infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Contract, Contractor shall, at the States option (a) obtain for the State or Contractor the right to use such products and services; (b) replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to the State. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Partys principal representative at the address set forth below. In addition to, but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. State: Mr./Ms. ______________Fort Lewis College 1000 Rim Drive Durango, Colorado 81301Email: _______________Contractor: Email: RIGHTS IN DATA AND DOCUMENTS Any research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Contractor in the performance of its obligations under this Contract shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Contractor upon completion or termination hereof. The States exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Contractor shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Contractors obligations hereunder without the prior written consent of the State. GOVERNMENTAL IMMUNITY Liability for claims or injuries to persons or property arising from the negligence of the College, the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Governmental Immunity Act 24-10-101, et seq., and the risk management statutes, CRS 24-30-1501, et seq., as amended. GENERAL PROVISIONS Assignment and Subcontracts Contractors rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted without the prior, written consent of the State. Any attempt at assignment, transfer, subcontracting without such consent shall be void. All assignments, subcontracts, or Subcontractors approved by Contractor or the State are subject to all of the provisions hereof. Contractor shall be solely responsible for all aspects of subcontracting arrangements and performance. Binding Effect Except as otherwise provided in 18(A), all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties respective heirs, legal representatives, successors, and assigns. Captions The captions and headings in this Contract are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. Counterparts This Contract may be executed in multiple, identical, original counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same agreement. Entire Understanding This Contract represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions, deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein. Indemnification Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees pursuant to the terms of this Contract; however, the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., or the Federal Tort Claims Act, 28 U.S.C. 2671, et seq., as applicable, as now or hereafter amended. Jurisdiction and Venue All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Modification By the Parties Except as specifically provided in this Contract, modifications of this Contract shall not be effective unless agreed to in writing by the Parties in an amendment to this Contract, properly executed and approved in accordance with applicable Colorado State law and the Colleges Fiscal Rules. Modifications permitted under this Contract, including contract amendments, shall conform to the Colleges Fiscal Rules. By Operation of Law This Contract is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Contract on the effective date of such change, as if fully set forth herein. Order of Precedence The provisions of this Contract shall govern the relationship of the Parties. In the event of conflicts or inconsistencies between this Contract and its exhibits and attachments, including, but not limited to, those provided by Contractor, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: The Special Provisions, Section 19 hereof The provisions of the main body of this Contract Exhibit A, the Statement of Work Exhibit B, the Prices and Rates any Exhibit C, option letter. Colorado law and the Colleges Fiscal Rules prohibit the College from contractually agreeing to certain provisions, including but not limited to provisions that require the College to indemnify, defend, save or hold harmless any party, be governed by or subject to any venue or choice of state law other than Colorado, agree to binding arbitration, or limit Contractors liability for damages resulting from death, bodily injury or damage to tangible property. Any such provision or provisions in the Exhibits attached to this Contract or appearing on Contractors website(s) or online agreement(s) and policies, as hereinafter amended, or subsequently incorporated into the Contract are null and void. Nothing in this Contract shall be construed as a waiver of any provision of 24-106-109, C.R.S. Severability Provided this Contract can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof, provided that the Parties can continue to perform their obligations under this Contract in accordance with its intent. Survival of Certain Contract Terms Notwithstanding anything herein to the contrary, provisions of this Contract requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Contractor fails to perform or comply as required. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32 and from all State and local government sales and use taxes under 39-26-704(1), et seq., C.R.S. Such exemptions apply when materials are purchased or services are rendered to benefit the State; provided however, that certain political subdivisions may require payment of sales or use taxes even though the product or service is provided to the State. Contractor shall be solely liable for paying such taxes as the State is prohibited from paying or reimbursing Contractor for such taxes. Third Party Beneficiaries Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Contract are incidental to the Contract, and do not create any rights for such third parties. Waiver Waiver of any breach under a term, provision, or requirement of this Contract, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. O. CORA Disclosure To the extent not otherwise prohibited by federal law, this Contract and the performance measures and standards under 24-103.5-101, C.R.S., if any, are subject to public release and disclosure through CORA. SPECIAL PROVISIONS These Special Provisions apply to all Contracts except where noted in italics. 1. VICE PRESIDENT'S APPROVAL. This Contract shall not be valid until it has been approved by the Colleges Vice President for Finance and Administration. 2. FUND AVAILABILITY. Financial obligations of the College payable after the current Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 3. GOVERNMENTAL IMMUNITY. 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, of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 1346(b) and 2671 et seq., as applicable now or hereafter amended. 4. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the College. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the College and the College shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall not have authorization, express or implied, to bind the College to any agreement, liability or understanding, except as expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the College, and (c) be solely responsible for its acts and those of its employees and agents. 5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and state laws, College policies, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. 6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Contract, to the extent capable of execution. 7. BINDING ARBITRATION PROHIBITED. The College does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this Contact or incorporated herein by reference shall be null and void. 8. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS 24-18-201 and 24-50-507. The signatories aver that to their knowledge, no employee of the College has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractors services and Contractor shall not employ any person having such known interests. 9. VENDOR OFFSET. [Not applicable to intergovernmental agreements] If required by CRS 24-30-202.4 (3.5), the College Controller may withhold payment under the states vendor offset intercept system for debts owed for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS 39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State of Colorado as a result of final agency determination or judicial action. 10. PUBLIC CONTRACTS FOR SERVICES. CRS 8-17.5-101. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E-Verify Program or the Department program established pursuant to CRS 8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (a) shall not use E-Verify Program or Department program rules to undertake pre-employment screening of job applicants while this Contract is being performed, (b) shall notify the subcontractor and the College within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this Contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS 8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the College a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or CRS 8-17.5-101 et seq., the College may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages. 11. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS 24-76.5-101. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS 24-76.5-101 et seq., and (c) has produced one form of identification required by CRS 24-76.5-103 prior to the Effective Date of this Contract. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE Contract Routing Number  FORMTEXT       THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to bind the Party authorizing his or her signature. CONTRACTOR ___________________________ a __________ Corporation By: ________________ Title: ____________________ ______________________________________________ *Signature Date: _________________________ STATE OF COLORADO Jared S. Polis, Governor acting by and through the Board of Trustees of Fort Lewis College for the use and benefit of Fort Lewis College ______________________________________________ By: Principal Representative Date: _________________________   LEGAL REVIEW Philip J. Weiser, Attorney General By:_______________________________________________ Assistant Attorney General Date: _________________________ ALL CONTRACTS REQUIRE APPROVAL BY THE VICE PRESIDENT FOR FINANCE AND ADMINISTRATION The Fort Lewis College Fiscal Rules require the Colleges Vice President for Finance and Administration to approve all Contracts. This Contract is not valid until signed and dated below by the Vice President for Finance and Administration. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the College is not obligated to pay Contractor for such performance or for any Goods and/or Services provided hereunder. 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