EXHIBIT A

SAMPLE MODEL CONTRACT

STATE OF COLORADO

acting by and through the

GENERAL ASSEMBLY

CONTRACT

with

(Insert Name of Contractor)

TABLE OF CONTENTS

1. PARTIES

2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY

3. RECITALS

4. DEFINITIONS

5. TERM and EARLY TERMINATION

6. STATEMENT OF WORK

7. PAYMENTS TO CONTRACTOR

8. REPORTING-NOTIFICATION

9. CONTRACTOR RECORDS

10. CONFIDENTIAL INFORMATION-STATE RECORDS

11. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE

12. CONFLICT OF INTEREST

13. WARRANTIES

14. REPRESENTATIONS

15. INSURANCE

16. PERFORMANCE BOND

17. DEFAULT-BREACH

18. REMEDIES

19. NOTICE and REPRESENTATIVES

20. GOVERNMENTAL IMMUNITY

21. GENERAL PROVISIONS

22. COLORADO SPECIAL PROVISIONS

23. SIGNATURE PAGE

1. PARTIES

THIS Contract is entered into by and between (Name of Contractor) (hereinafter called “Contractor”), and the STATE OF COLORADO acting by and through the General Assembly (hereinafter called the

“State”).

2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY.

This Contract shall not be effective or enforceable until it is approved and signed by the Colorado State

Controller or its designee (hereinafter called the “Effective Date”), but shall be effective and enforceable thereafter in accordance with its provisions. 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.

3. RECITALS

A. Authority, Appropriation, And Approval

Authority exists in the law pursuant to part 2 of article 70 of title 24, Colorado Revised Statutes and funds have been budgeted pursuant to House Bill 10 - 1367 appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment and the required approval, clearance and coordination have been accomplished from and with appropriate agencies.

B. Purpose and State’s Role

An appropriation was made to pay for first class printing of legislative bills, calendars, and daily journals

4. DEFINITIONS

The following terms as used herein shall be construed and interpreted as follows:

A. Compensation

“Compensation” means the funds payable to Contractor by the State for performance of its obligations hereunder.

B. Contract

“Contract” means this Contract for Goods and Services, its provisions, attached exhibits, documents incorporated by reference under the terms of this Contract, and any future modifying agreements, exhibits, attachments or references incorporated pursuant to State Fiscal Rules and

Policies.

C. Effective Date

“Effective Date” means the date this Contract is approved and signed in accordance with §2, above herein.

D. Exhibits

Exhibits are attached hereto and incorporated by reference herein.

E. Goods

“Goods” means any physical item used, produced, or manufactured either separately or in conjunction with the Work performed and Services rendered hereunder.

F. Parties

“Party” means the State or Contractor and “Parties” means both the State and Contractor.

G. Project

“Project” means the activities described in the Recitals and Statement of Work sections hereof.

H. Services

“Services” means services performed or tangible material produced or either separately or in conjunction with the performance of Grantee’s obligations hereunder.

I. Subcontractor

“Subcontractors” means third-party vendors, if any that provide goods and/or services.

J. Work

“Work” means the tasks Contractor is perform in order to fulfill its obligations under this Contract.

5. TERM and EARLY TERMINATION

A. Intial Term-Work Commencement

The initial term of this Contract shall commence on the later of either the Effective Date or

December 14, 2014 and terminate on December 14, 2016, unless sooner terminated as provided for below, herein. Performance of the Parties’ respective obligations under this Contract shall begin as soon as practicable following commencement of the initial term.

B. Holdover

At its sole discretion, the State, upon written notice to Contractor, may unilaterally extend the term of this Contract for a period not to exceed two months if the Parties are negotiating a replacement contract (and not merely seeking a term extension) at or near the end of any initial term or an extension thereof. The provisions of the Contract in effect when said notice is given, including, but not limited to prices, rates, and delivery requirements, shall remain in effect during said two month extension. However, the two-month extension shall immediately terminate when and if a replacement contract becomes effective following the Colorado State Controller’s approval and signature.

C. Early Termination

This Contract is subject to early termination in accordance with the provisions of the Remedies section below herein.

D. Option for 2017 and 2018

At its sole discretion, the State, upon written notice to the Contractor, may unilaterally extend the term of this contract to December 14, 2018. The provisions of the Contract in effect when said notice is given, including, but not limited to prices, rates, and delivery requirements, shall remain in effect during said extension, except that one price increase approved by the State may be allowed during the option period.

6. STATEMENT OF WORK

A. Completion

Contractor shall complete the Work and its other obligations as described herein and in accordance with this Contract. The State shall not be liable to compensate Contractor for any Work performed under this Contract prior to the Effective Date or after the termination of this Contract.

B. Goods and Services

Contractor shall procure products and ervices necessary to compete the work provided for herein.

Such procurement shall be done pursuant to the provisions of Exhibit (insert Exhibit reference), using the funds provided in this Contract.

C. Employees

All persons employed by Contractor or Subcontractor’s to perform Work under this Contract shall be Contractor’s or Subcontractor’s employee(s) for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Contract.

7. PAYMENTS TO CONTRACTOR

Contractor shall be compensated as follows:

A. Basis and Maximum Amount

The State shall pay Contractor for its services and reimburse it for its costs in accordance with

Exhibit (insert Exhibit reference). The State shall not be liable to pay or reimburse Contractor for any performance hereunder prior to the Effective Date.

B. Payment

i) Method and Time

Contractor shall periodically submit invoices to the State in the form and manner approved by the State and shall attach timesheets and receipts. Contractor shall submit invoices within 60 days after the end of the period for which payment is requested, and final billings on this contract must be received by the State within 60 days after termination hereof. The State shall make payment in full with respect to each invoice acceptable to it within 45 days of receipt thereof, after which uncontested unpaid amounts shall bear interest at a rate of one percent per month. Interest shall not arise if a good faith dispute exists as to the State’s obligation to pay all or a portion of an invoice. Contractor shall invoice the State separately for interest on delinquent amounts due. The billing shall reference the delinquent payment, the number of days interest to be paid and the applicable interest rate.

ii) Available Funds-Contingency-Remedies

The State is prohibited by law from making fiscal commitments beyond the term of its current fiscal period. Therefore, Contractor’s compensation is contingent upon the continuing availability of state appropriations as provided in §22 of the Colorado Special Provisions, set forth below herein. If federal appropriations or Contracts fund this Contract in whole or in part, the State’s performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this contract shall only be made from available funds encumbered for this Contract, and the State’s 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 immediately terminate the Contract in whole or in part without further liability in accordance with the Termination for Cause subsection of the Remedies section of this Contract. All payments are subject to the general Remedies section of this Contract.

iii) Return of Funds

Any funds paid to Contractor hereunder which are not expended in connection with this

Contract shall be refunded by Contractor within 15 days of termination hereof. Any funds not required to complete Contractor’s obligations hereunder shall be de-obligated by the State. If

Contractor receives overpayments hereunder, Contractor shall refund all excess funds to the

State within 15 days of the later of (a) the receipt of such funds or (b) the determination of such overpayment. Unexpended or excess funds received by Contractor under this Contract shall not be refunded or paid to any party other than the State.

iv) Erroneous Payments-Remedies

Payments made to Contractor in error for any reason, including, but not limited to overpayments or improper payments may, at the State’s sole discretion, be recovered from

Contractor by deduction from subsequent payment under this Contract or other contracts between the State and Contractor, or by other appropriate methods.

8. REPORTING-NOTIFICATION

Reports and analysis required under this section shall be in accordance with procedures and in such form as prescribed by the State.

A. Performance Outside the State of Colorado and/or the United States

[In the event of a State Ordering Entity subject to the Procurement Code include any federal

Contract funds, the State Ordering Entity shall notify the Contractor thereof and this clause will not be applicable]. Following the Effective Date, Contractor shall provide written notice to the State, in accordance with §19 (Notices and Representatives), within 20 days of the earlier to occur of

Contractor’s decision to perform, or its execution of an agreement with a Subcontractor to perform, Services for State Ordering Entities subject to the Procurement Code outside the State of Colorado and/or the United States. Such notice shall specify the type of Services to be performed outside the

State of Colorado and/or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations. All notices received by the State pursuant to this §8.A shall be posted on the Colorado Department of Personnel & Administration’s website.

Knowing failure by Contractor to provide notice to the State under this §8.A shall constitute a material breach of this Contract.

B. Performance, Progress, Personnel, and Funds

Unless waived in writing by the State, Contractor shall submit reports to the State upon termination of this Contract. Such report shall analyze its performance under this Contract and the final status of Contractor's obligations hereunder.

C. Litigation

Within 10 days after being served with any pleading in a legal action at a court or administrative agency related to this Contract, Contractor shall notify the State of such action and deliver copies of such pleadings to the State’s principal representative in accordance with the Notice section of this

Contract.

D. Remedies

Contractor’s failure to provide reports and notify the State in a timely manner in accordance with this section may result in the delay of payment of funds and/or termination under the Remedies section of this Contract.

9. CONTRACTOR RECORDS

Contractor shall make, keep, maintain and allow inspection and monitoring of the following records:

A. Maintenace

Contractor shall maintain a complete file of all records, documents, communications, notes and other written materials, electronic media files or communications, pertaining in any manner to delivery of Services (including, but not limited to the operation of programs) or Goods hereunder.

Contractor shall maintain such records for (a) a period of three years after the date this Contract is completed or terminated or final payment hereunder, whichever is later, or (b) for such further period as may be necessary to resolve any pending matters, or (c) until an audit has been completed and its findings have been resolved.

B. Inspection

Contractor shall permit the State, the federal government or 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 and for a period of three years following termination hereof or final payment hereunder, whichever is later, to assure compliance with the terms hereof or to evaluate

Contractor's performance hereunder.

C. Monitoring

Contractor also shall permit the State, the federal government or any other duly authorized agent of a governmental agency, in their sole discretion, to monitor all activities conducted by Contractor pursuant to this Contract using any reasonable procedure, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, and formal audit examinations.

10. CONFIDENTIAL INFORMATION-STATE RECORDS

Contractor acknowledges that it may become privy to confidential information in connection with its performance hereunder, including, but not limited to state records, personnel records, and information concerning individuals.

A. Confidentiality

It shall be Contractor’s responsibility to keep all State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information to the same extent applicable to the State. Any request or demand for information in the possession of

Contractor made by any third party shall be immediately forwarded to the State’s principal representative for resolution.

B. Notification

Contractor shall notify its agent, employees, sub-contractors and assigns who may come into contact with confidential information that they are subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before they are permitted to access information.

C. Use, Security, and Retention

No confidential information of any kind shall be distributed or sold to any third party or used by

Contractor or its agents in any way, except as authorized by the Contract and as approved by the

State. Contractor shall provide and maintain a secure environment that ensures confidentiality of all

State records and other confidential information wherever located. Confidential information shall not be retained in any files or otherwise by Contractor or its agents, except as set forth in this

Contract and approved by the State.

D. Disclosure-Liability

Disclosure of State records or other confidential information for any reason may be cause for legal action against Contractor or its agents by third parties, and defense of any such action shall be

Contractor’s sole responsibility.

11. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE

Any software, 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 (the “Work Product”) shall be the exclusive property of the State and, all Work Product shall be delivered to the State by Contractor upon completion or termination of this Contract. The State’s 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 Contractor's obligations hereunder without the prior written consent of the State.

12. CONFLICT OF INTEREST

A. Definition and Appearance

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 Contractor’s obligations hereunder. Contractor acknowledges that with respect to this Contract, even the appearance of a conflict of interest is harmful to the State’s interests. Absent the State’s prior written approval, Contractor shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Contractor’s obligations to the State hereunder. Contractor shall comply with the provisions of CRS §§18-8-308 and 24-18-101-109.

B. Specific Prohibitions

Contractor's and sub-Contractor's officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from Contractor, potential contractors, or parties to sub-agreements. Contractor’s employees, officers, and agents or any permitted sub-Contractor shall not participate in the selection, award, or administration of this Contract or sub-Contract if a conflict of interest or the appearance thereof would occur. Such a conflict would arise when any of the following has a financial or other interest in the firm selected for award:

i) an employee, officer or agent;

ii) any member of the employee's immediate family;

iii) an employee's partner; or

iv) an organization, which employs, or is about to employ, any of the aforementioned.

C. Determination by State-Default

If Contractor is uncertain whether the appearance of a conflict of interest exists, Contractor shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Failure to promptly submit a disclosure statement or to follow the State’s direction in regard to the apparent conflict shall be considered a material default of this Contract.

D. Code of Performance

Contractor and sub-contractors, if any, shall maintain a written code of standards governing the performance of their respective employees, agents, and contractors engaged in the award and administration of this Contract. Contractor shall provide a copy of such code to the State within 10 days of the State’s written request therefore.

13. WARRANTIES

A. Services and Goods

During the term of this Contract and for a period of 36 months following the State’s final acceptance under this Contract, Contractor, as part of Contractor’s obligations hereunder and at no additional cost to the State, warrants, as follows:

i) Specifications

All Services performed and all Goods delivered shall meet the specifications set forth in this

Contract and are acceptable to the State.

ii) Suits, Claims, and Actions

There are not nor will there be any pending or threatened suits, claims, or actions of any type with respect to the Services or Goods provided, and

iii) Liens and Enumbrances

All Services performed and Goods provided are and shall remain free and clear of any liens, encumbrances, or claims arising by or through Contractor or any party related to Contractor.

B. Standard And Manner Of Performance

Contractor shall perform the Services and deliver the Goods in accordance with the highest standard of care, skill and diligence provided by a professional person or company in performance of work similar to the Services. All services, consumables, products, and materials used in performance of the Services shall be of good quality and/or free from faults and defects. Contractor shall perform its obligations hereunder in the sequence and manner set forth in the Statement of

Work section of this Contract.

C. Inspection and Verification

The State reserves the right to inspect all Services and Goods provided hereunder at all reasonable times and places to verify that they conform to the requirements of the Statement of Work section of this Contract.

D. Remedies

If the Contractor breaches any of its warranties, the State may require Contractor to promptly perform the Services or provide Goods again in conformity with Contract requirements, at no additional cost to the State. If such breaches cannot be, or are cured, the State may, in addition to any other remedies provided or in this Contract, require Contractor to take necessary action to ensure that future performance conforms to the provisions of this Contract; and equitably reduce the payment due to Contractor to reflect the reduced value of the Services performed or Goods provided. Any reduction, delay or denial of payment under this provision shall not constitute a breach of Contract or default by the State.

14. REPRESENTATIONS

A. Licenses, Permits, Etc.

Contractor warrants that as of the Effective Date it has, and that all times during the term hereof it will have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorizations required by law to perform the Services and/or deliver the Goods specified herein.

Additionally, all employees of Contractor performing services under this Contract shall hold the required licenses or certification, if any, to perform their duties. Contractor, if a foreign corporation or other entity transacting business in the State of Colorado, further certifies that it currently has obtained and shall maintain any applicable certificate of authority to do 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 this Contract, shall be deemed to be a default by Contractor and grounds for termination for cause of this Contract.

B. Legal Authority

Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract and to bind

Contractor to its terms. The person signing and executing this Contract on behalf of Contractor hereby represents, warrants, and, guarantees that they have full authorization to do so.

C. Tax Exempt Status

The State represents that it is not liable for any sales, use, excise, property or other taxes imposed by any federal, state or local governmental authority, nor for any Contractor franchise or income related tax. No taxes of any kind shall be charged to the State. The State’s FEIN # is 84-0644739 and its tax exempt # is 98-02565.

15. INSURANCE

Contractor shall obtain and maintain insurance as specified below herein at all times prior to the termination or expiration of this Contract:

A. Worker’s Compensation

Worker’s Compensation Insurance as required by state statute, and Employer’s Liability Insurance covering all of the Contractor’s employees acting within the course and scope of their employment.

B. General Liability

Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows:

i) $1,000,000 each occurrence;

ii) $1,000,000 general aggregate;

iii) 1,000,000 products and completed operations aggregate; and

iv) $50,000 any one fire.

If any aggregate limit is reduced below $1,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the

State a certificate or other document satisfactory to the State showing compliance with this provision.

C. Automobile Liability

Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit as follows: $1,000,000 each accident combined single limit.

D. Additional Insured

The State of Colorado shall be named as additional insured on the Commercial General Liability and Automobile Liability Insurance policies (leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent).

E. Primacy

Coverage required of the Contract shall be primary over any insurance or self-insurance program carried by the State.

F. Cancellation

The Insurance shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the State by certified mail.

G. Subrogation Waiver

All insurance policies in any way related to the Contract and secured and maintained by the

Contractor as required herein shall include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise, against the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.

H. Satisfactory Insurers

All insurance policies and coverages required hereunder shall be issued by reputable insurance companies satisfactory to the State.

I. Certificates

Contractor shall provide certificates evidencing insurance coverage required hereunder to the State within seven business days of the Effective Date or before commencement of Contractor’s performance hereunder, whichever occurs first. No later than 15 days prior to the expiration date of any such coverage, Contractor shall deliver the State certificates of insurance evidencing renewals thereof. At any time during the term hereof, the State may request in writing, and the Contractor shall thereupon within 10 days supply to the State, evidence satisfactory to the State of compliance with the provisions of this section.

J. Public Entity

Notwithstanding subsection A, above, if Contractor is a "public entity" within the meaning of the

Colorado Governmental Immunity Act, §CRS 24-10-101, et seq., as amended ("Act"), Contractor may at all times during the term of this Contract maintain only such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. Upon request by the State, Contractor shall show proof of such insurance satisfactory to the State.

16. PERFORMANCE BOND

The Contractor shall furnish a surety company bond executed by a corporate surety (and if a foreign corporation is acting as surety, it must be authorized to do business in Colorado) in the amount of seventy-five thousand dollars ($75,000) within ten (10) days after the date of execution of this

Contract and within ten days after notification of extension of the contract for two additional years.

17. DEFAULT-BREACH

A. Defined

In addition to any breaches or defaults specified in other sections of this Contract, including, but not limited to the Colorado Special Provisions, the failure of either Party to perform any of its obligations hereunder entirely, partially, or in satisfactory manner, including, but not limited to, performing them in a timely manner, constitutes a default or breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar legislation, by or against the

Contractor, or the appointment of a receiver or similar officer for the Contractor or any of its property, and such proceedings or appointments are not vacated or fully stayed within 20 days after the institution or occurrence thereof; shall also constitute a default.

B. Notice and Cure Period

In the event of a default or breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in the Notice section of this Contract. If such default or breach is not cured within twenty-four hours of receipt of written notice or cure of the default or breach has not begun within said period or has not been pursued with due diligence, the aggrieved

Party may terminate this Contract by providing written notice thereof, given in the manner provided for in the Notice section of this Contract, effective five days from the date the notice of termination was received.

18. REMEDIES

If Contractor is in default under any provision of this Contract including, but not limited to the Special

Provisions, the State shall have all of the remedies listed in this section in addition to all other remedies set forth in other sections of this Contract and as available at law or in equity. The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively.

A. 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 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. Exercise by the State of this right shall not be deemed a breach of the State’s obligations hereunder. This subsection shall not apply to a termination of this Contract by the State for cause or default by Contractor, which shall be governed by the Termination for Cause and/or

Default subsection of this Remedies section.

i) Method and Content.

The State shall give written notice of termination to Contractor in accordance with the notice provisions of §19 below, specifying the effective date of termination and whether it affects all or a portion of this Contract.

ii) Obligations and Rights.

To the extent specified in the termination notice, Contractor shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall also terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to the State all Services and Goods not terminated by the termination notice and may incur obligations as are necessary to do so within the Contract terms. In 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 finished or unfinished documents, data, studies, research, surveys, drawings, maps, models, photographs, and reports or other materials prepared by Contractor under this Contract or materials owned by the State in the possession of Contractor shall, at the option of the State, be delivered by

Contractor to the State and shall become the State’s property. Contractor shall complete and deliver to the State all Services and Goods not terminated by the termination notice and may incur obligations as are necessary to do so within the Contract terms.

iii) Payments.

If this Contract is terminated by the State for convenience, Contractor shall be paid an amount which bears the same ratio to the total compensation as the Services satisfactorily performed or the Goods satisfactorily delivered or installed bear to the total Services and

Goods covered by this Contract, less payments previously made. Additionally, if the Contract is less than 60% completed, the State may reimburse Contractor for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this Contract) it incurred that are directly attributable to the uncompleted portion of Contractor’s obligations hereunder; provided that reimbursement shall not exceed the maximum amount payable to Contractor.

B. Termination for Cause and/or Default

If Contractor fails to perform any its obligations hereunder with such diligence as is required to ensure their completion in a timely manner and such non-performance continues following notice, the State may notify Contractor in writing of such non-performance which specifies a cure period.

If Contractor thereafter fails to promptly cure such non-performance within such time, the State may at its option, terminate this entire Contract or such part of this Contract as to which there has been delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder.

i) Method and Content

The State shall give written notice of termination to Contractor in accordance with the notice provisions hereof specifying the effective date of termination and whether it affects all or a portion of this Contract.

ii) Obligations and Rights

To the extent specified in the termination notice, Contractor shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall also terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to the State all Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within the Contract terms. In 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. In 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. All finished or unfinished documents, data, studies, research, surveys, drawings, maps, models, photographs, and reports or other materials prepared by Contractor under this Contract shall, at the option of the State, be delivered by

Contractor to the State and shall become the State’s property.

iii) Payments

The State shall only reimburse Contractor for accepted Services and Goods received up to the date of termination and. If, after termination, it is determined that Contractor was not in default or that Contractor's action/inaction was excusable, such termination shall be treated as a termination for convenience and the rights and obligations of the Parties shall be the same as if this Contract had been terminated for convenience, as described above herein.

iv) Damages and Withholding

Notwithstanding any other remedial action by the State, Contractor also shall remain liable to the State for any damages sustained by the State by virtue of any default under this section by

Contractor and the State may withhold any payment to Contractor for the purpose of mitigating the State’s damages, until such time as the exact amount of damages due to the

State from Contractor is determined. Further, the State may withhold amounts due to

Contractor as the State deems necessary to protect the State against loss because of outstanding liens or claims of former lien holders and to reimburse the State 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 Services or substitute

Goods as cover.

C. Remedies Not Involving Termination

The State, at its sole discretion, may exercise the following remedies in addition to its other remedies:

i) Suspend Performance

Suspend Contractor’s performance pending necessary corrective action as specified by the

State without the entitling Contractor to adjustment in price/cost or schedule; and/or

ii) Withold Payment

Withhold payment to the Contractor until corrections in services are satisfactorily completed and /or acceptable goods are provided; and/or

iii) Deny Payment

Deny payment for those services not performed and/or not provided and which due to circumstances caused by the Contractor cannot be performed, or if performed, would be of no value to the State; provided any denial of payment must be reasonably related to the value of work or performance lost to the State; and/or

iv) Removal

Demand removal of Contractor’s 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 not in the

State’s best interest.

19. NOTICE and REPRESENTATIVES

A. Notice

All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s principal representative at the address set forth below. In addition to 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.

B. Representatives

The individuals listed below are the principal representatives of the respective Parties. The State’s representative(s) have authority to inspect and reject goods and services, approve invoices for payment, and act otherwise for the State, except with respect to the execution of modifications to or termination of this Contract. For the purposes of this Contract, the official representative(s) and addresses of the Parties are:

i) State:

First and Last Name First and Last Name

Title Title

State Capitol Building, Room

State Capitol Building, Room 271

200 West Colfax Avenue 200 West Colfax Avenue

Denver, CO 80203 Denver, CO 80203

(303) 866-5289 (303) 866-2345

ii) Contractor:

Name of Contractor

Contact Name

Address

City, State, Zip

Phone

20. GOVERNMENTAL IMMUNITY

Notwithstanding any other provision to the contrary, nothing herein constitutes a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado

Governmental Immunity Act, §CRS 24-10-101, et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Act and the risk management statutes, CRS §24-30-1501, et seq., as amended.

21. GENERAL PROVISIONS

A. Assignment

Except as otherwise specifically provided in Exhibit (insert Exhibit reference), Contractor’s 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 subcontracts/subcontractors approved by Contractor or the

State shall be subject to the provisions hereof. Contractor shall be solely responsible for all aspects of subcontracting arrangements and performance. Contractor shall be solely responsible for all subcontracting arrangements, directions, and performance, including, but not limited to, delivery of

Goods and performance of Services. Contractor shall require and ensure that each subcontractor assents in writing to all of the provisions hereof, including indemnifying the State as required under the Colorado Special Provisions, below herein.

B. Binding Effect

Unless otherwise provided herein, 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.

C. CORA Disclosure

To the extent not prohibited by federal law, this Contract and the performance measures and standards under CRS §24-103.5-101, if any, are subject to public release through the Colorado

Open Records Act, CRS §24-72-101, et seq.

D. 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.

E. Counterparts

This Contract may be executed in multiple identical original counterparts, all of which shall constitute one agreement.

F. 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 addition, deletion, or other amendment hereto shall not have any force or effect whatsoever, unless embodied herein.

G. FEDERAL FUNDING ACCOUNTABILTY AND TRANSPARENCY ACT OF 2004

(“FFATA”).

If or when the State places an Order using FFATA funds, the State shall immediately notify the

Contractor and such Order shall include the “State of Colorado Supplemental Provisions for

Federally Funded Contracts, Grants, and Purchase Orders Subject to the Federal Funding

Accountability and Transparency Act of 2006, as amended,” as such provisions may be modified from time to time. The FFATA provisions are available on the website of the Colorado State

Controller at:https://www.colorado.gov/pacific/osc/ffata. The State agrees to comply with all federal and state reporting requirements for the use of FFATA funds. Contractor shall provide the required report to the State with the invoice presented to the State for payment. The Parties acknowledge that Contractor, for purchases under this Contract, is not a subcontractor or subgrantee, but a provider of goods and related services.

H. 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, CRS

§24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended.

I. Jurisdiction and Venue

All suits, actions, or proceedings related to this Contract shall be held in the State of Colorado and the Parties herby agree that venue shall be proper in the City and County of Denver.

J. Modification

i) By the Parties

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. Except as specifically provided herein, modifications of this Contract shall not be effective unless agreed to in by both Parties in a written amendment to this Contract, properly executed and approved in accordance with Colorado

State Law and State Fiscal Rules.

ii) By Operation of Law

Except as specifically provided in this contract, no modification of this contract shall be effective unless agreed to in writing by both parties in an amendment to this contract, properly executed and approved in accordance with Colorado State law and State Fiscal

Rules.

K. Order of Precedence https://www.colorado.gov/pacific/osc/ffata

The provisions of this Contract shall govern the relationship of the State and Contractor. In the event of conflicts or inconsistencies between this Contract and its exhibits and attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority:

i) §21 of this Contract, FAFTA Provisions,

ii) §22 of this Contract, Colorado Special Provisions,

iii) The remaining provisions of the main body of this Contract, and

iv) Exhibit (insert Exhibit reference).

L. 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.

M. Sex Offender Registry Check

If in the course of doing business, an employee of a Contractor, its Subcontractors, and/or authorized dealers/distributors, visits a State facility that has as clients children under the age of 21 on the premises, Contractor shall complete a sex offender registry check on each such employee prior to such employee going to any such State facility. In the event a designated employee is on the registry, such employee shall not be sent to a State facility and will not be admitted to such facility. Link to access the Colorado Department of Public Safety’s website:

http://cdpsweb.state.co.us/ (Reference CRS §16-22-110, Sex Offender Registry).

N. 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.

O. Third Party Beneficiaries

Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the

Parties, and not to any third party. 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.

P. Waiver

Waiver of any breach of 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.

22. COLORADO SPECIAL PROVISIONS

These Special Provisions apply to all State Agencies and State-funded Institutions of Higher

Education contracts and Orders except where noted in italics.

A. CONTROLLER'S APPROVAL. CRS §24-30-202 (1). This Contract shall not be valid until it has been approved by the Colorado State Controller or designee.

B. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.

C. 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.

http://cdpsweb.state.co.us/

D. 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 State. Contractor and its employees and agents are not entitled to unemployment insurance or Workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.

E. UMEMPLOYMENT INSURANCE. 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 State 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 State, and (c) be solely responsible for its acts and those of its employees and agents.

F. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices.

G. 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.

H. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this Contract or

Order or incorporated herein by reference shall be null and void.

I. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.

J. 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 State has any personal or beneficial interest whatsoever in the service or property described in this Contract.