Colorado School of Mines

Request for Proposal # MINES20016

Marketing and Copy Write Material

for

Get the Facts Out

Date Released: November 12, 2019

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 REQUEST FOR PROPOSALS (RFP) - THIS IS NOT AN ORDER

Mailing Address:
Colorado School of Mines
Procurement Services
1600 Jackson Street, Room 010
Golden, CO 80401

Purchasing Agent: Danielle Davis

Telephone Number: 303-273-3258
E-Mail: procurement@mines.edu

Request for Proposal #MINES20016

PROPOSAL MUST BE RECEIVED BY: December 13, 2019, at 2:00 PM at location noted above. All bidders must be
registered on the Rocky Mountain E-Purchasing website by the Proposal Submission Deadline in the table below.

SCHEDULE OF ACTIVITIES: TIMELINE

RFP Published
Written Inquiry Deadline
Responses to Written Inquiries Published
Proposal Submission Deadline
Presentations (if needed)
Best and Final Offers (BAFOs) (if needed)
(All times are in local Colorado time)
November 12, 2019
November 21, 2019 – 3:00 PM
As soon as available
December 13, 2019 – 2:00 PM
To be determined
As soon as possible after presentations

MAILING NOTE: In the lower left corner of the package containing your proposal include: the proposal number
(MINES20016), opening date December 13, 2019, and opening time (2 PM). Highlight this information in yellow.
Be sure to sign your proposal before mailing. UNDER NO CIRCUMSTANCES WILL E-MAIL OR FACSIMILE
RESPONSES BE ACCEPTED.

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 TABLE OF CONTENTS

SECTION TITLE PAGE

I. Background, Overview & Goals 4
II. Administrative Information 5
II. H. Evaluation Criteria 10
III. Scope of Work 10
IV. Mandatory Requirements 11
V. Information Required from Offerors 13
VI. Signature Page 15
Appendix A Sample Contract and Special Provisions 16

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 SECTION I
BACKGROUND AND OVERVIEW

THE COLORADO SCHOOL OF MINES COMMUNITY: Colorado School of Mines (Mines or University) is a public
research university devoted to engineering and applied science. It has the highest admissions standards of any
university in Colorado, and among the highest of any public university in the United States. Mines has
distinguished itself by developing a curriculum and research program geared toward responsible stewardship
of the earth and its resources. In addition to strong education and research programs in traditional fields of
science and engineering, Mines is one of a very few institutions in the world having broad expertise in resource
exploration, extraction, production, and utilization. As such, Mines occupies a unique position among the
world’s institutions of higher education.

Mines is seeking proposals to provide marketing material for a grant that Mines has received.

This Improving Undergraduate STEM Education (IUSE) Development and Implementation project seeks to dispel
misperceptions associated with being a teacher of physics, chemistry, and mathematics at the middle and high
school level. Recent research in Science, Technology, Engineering and Mathematics (STEM) teacher preparation
has identified strongly held beliefs about the teaching profession, many of which are misperceptions. These
misperceptions discourage STEM undergraduates from exploring teaching as a viable career option. Study
results also suggest that many college and university faculty in STEM departments either do not mention middle
or high school teaching as a career option or misrepresent the profession. Major misperceptions include
inaccurate beliefs: (1) that the salary gap between teaching and private sector employment is very wide; and
(2) about tangible and intangible benefits of the profession. This Get the Facts Out project, an information
campaign guided by behavioral theory, aims to: (1) change perceptions about the grade 7-12 mathematical and
physical sciences teaching professions among faculty, students, and parents; (2) increase the frequency of
faculty engaging in practices recommended in the Get the Facts Out toolkit; and (3) increase the numbers of
mathematics, chemistry, and physics majors who enroll in a teacher certification program. This project builds
upon prior work, which includes the development of an instrument, Perceptions of Teaching as a Profession
(PTaP), designed to probe STEM students’ attitudes and beliefs about teaching, a set of interactive materials for
students and faculty, and a pilot study. The project team includes the Colorado School of Mines, the American
Association of Physics Teachers, the American Physical Society, the American Chemical Society, and the
Mathematical Association of America, as well as, teacher educators, and several colleges and universities to
serve as study sites. The societies aim to leverage their connections with disciplinary departments and engage
change agents to implement a national campaign through interactive dissemination and support.

The project has developed many recruiting resources for faculty to share with students and their colleagues.
These are hosted on the GettheFactsOut.org website and include posters, brochures, flyers, presentations, and
advice on how to talk about the profession.

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 SECTION II
ADMINISTRATIVE INFORMATION

A. SCHEDULE OF ACTIVITIES

1. RFP issued November 12, 2019

2. Prospective offerors' inquiry deadline 3:00 PM, November 21, 2019

3. Public Sealed Proposal Opening 2:00 PM, December 13, 2019

4. Proposal evaluation and selection period As soon as possible after proposal opening

5. Contract award date As soon as possible after selection

B. INVITATION TO OFFER AND RESPONSIBILITIES OF OFFERORS

1. Mines is hereby contacting prospective offerors who have interest or are known to do business relevant
to this Request for Proposal and who Mines deems qualified to meet the needs with the desired quality.
Other offerors wishing to qualify and submit proposals for needs of this nature are invited to contact the
buyer to present their qualifications.

2. Should any interested offeror find any part of the specifications, terms, and conditions to be discrepant,
incomplete, or otherwise questionable in any respect, it shall be the responsibility of the concerned
offeror to call such matters to the attention of buyer immediately upon receipt of this Request for
Proposal.

3. Discussions may be conducted with offerors who submit proposals that are determined to have a
reasonable likelihood of being selected for award. However, proposals may be accepted without such
discussions.

C. OFFERORS’ INQUIRIES

1. Prospective offerors may make inquiries in writing (Email is the only acceptable method) concerning this
Request for Proposal to obtain clarification of requirements. No inquiries will be accepted after 3:00 PM,
November 21, 2019.

Inquiries regarding this Request for Proposal should be referred to:

Colorado School of Mines Procurement Services

E-Mail: procurement@mines.edu
Subject Line: Questions MINES20016

2. Addenda or Supplement to Request for Proposal: In the event that it becomes necessary to revise any
part of this RFP, an addendum to this RFP will be posted on the Rocky Mountain E-Purchasing website.
It is the offeror’s responsibility to check the BIDS system for all modifications and addenda to this RFP.

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D. PROPOSAL SUBMISSION

1. All proposals from offerors MUST be submitted as per instructions in Sections IV, V, and VI. Proposals
must be received no later than 2:00 PM, December 13, 2019, at:

Colorado School of Mines

Procurement Services
1600 Jackson Street, Room 010
Golden, CO 80401

2. Four copies (total, including the original) plus (1) electronic copy (flash drive) of the proposal should be
sealed in a package. The Request for Proposal # and date and time of proposal opening (MINES20016,
opening date December 13, 2019, at 2:00 PM) should be clearly printed on the outside of the package.

3. Late Proposals: Late proposals will not be accepted. It is the responsibility of the offeror to insure that
the proposal arrives in Procurement Services prior to the deadline given above.

4. Submission of Confidential/Proprietary Information: Mines neither requests nor encourages the

submission of confidential/proprietary information in response to this Request for Proposal. Information
submitted will be open for public inspection. However, written requests for confidentiality can be
submitted to Procurement Services provided that the submission is in strict accordance with the
following procedures. This remains the sole responsibility of the offeror.

The Procurement Services Office will make no attempt to cure any information that is found to be at a variance
with this procedure. The offeror may not be given an opportunity to cure any variances after proposal opening.
Neither a proposal in its entirety, nor proposal price information will be considered confidential/proprietary.
Questions regarding the application of this procedure must be directed to the purchasing agent listed in this
RFP.

Procedure
1. A written request for confidentiality shall be submitted, by the offeror, with the proposal response
package.
2. The written request will be enclosed in an envelope marked “Request for Confidentiality.”
3. The written request must be accompanied by the information that is requested to be held confidential.
Specific reasoning as to why each element is to remain confidential, other than recitation of a specific
state or federal statute, is required.
4. Confidential/proprietary information must be separated out from the rest of your response. Co-mingling
of confidential/proprietary information and other information is not acceptable.
5. The purchasing agent will make a written determination as to the apparent validity of any request for
confidentiality. The written determination of the purchasing agent will be sent to the offeror.

Proposals that are determined to be at variance with this procedure may be declared non-responsive by the
purchasing agent and not given further consideration.

E. ADDITIONAL CONDITIONS OF PROPOSAL SUBMISSION

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1. Mines reserves the right to reject any or all proposals and to waive informalities and minor irregularities
in proposals received if deemed in the best interest of Mines to do so. Because of internal budgetary
considerations, Mines is uncertain at this time as to whether a contract will result from this Request for
Proposal. Rather, a final decision will be made only after all proposals have been received and evaluated.

2. Vendors responding to this RFP need to register with the Rocky Mountain Bids site. Because of the
limited competition expected from registered vendors on this solicitation, in addition to posting the
specifications on the Rocky Mountains Bids site, Mines may use additional notification methods and
make the specifications available to non-registered vendors.

3. Failure of the offeror to provide in his/her proposal any information requested in this RFP may result in
disqualification of the proposal and shall be the responsibility of the offering individual or firm.

4. Responses to this Request for Proposal must be in the format prescribed in Sections IV, V, and VI for
each configuration proposed. At the option of the offeror, additional material may be submitted that
more fully describes services or other pertinent matters, but it is not required.

5. RFP RESPONSE MATERIAL OWNERSHIP: All material submitted regarding this RFP becomes the property
of Mines. Proposals may be reviewed by any person after the announcement of the apparent winning
offeror has been posted to the Rocky Mountain Bids site, subject to the terms of CRS 24-72-201 et seq.,
as amended, Public (open) Records.

6. Mines is not liable for any cost(s) incurred by offerors prior to issuance of an agreement, contract, or
purchase order.

7. Cost of Presentations/Proposal: The expenses incurred by the offeror in preparation, submission, and
presentation of the proposal are the responsibility of the offeror and may not be charged to the Colorado
School of Mines as a separate charge or as part of the services provided.

8. The proposal must be signed by person(s) authorized to legally bind the offeror.

9. A condition of the Offeror’s response shall be that the contract resulting from the award to the successful
offeror will be in the form required by current Colorado statutes, Mines fiscal rules and Mines
procurement rules. The contract will include all such terms and conditions required by these statutes
and rules. In the event that the Offeror’s forms (or parts of forms) are included as attachments or
exhibits in the final contract, the Offeror agrees that where there are contradictions or inconsistencies,
the terms of the contract shall always supersede, manage, and control those of any such attachment or
exhibit. Further, the terms of the RFP and of the successful Offeror’s response to the RFP (the
“Response”) shall be incorporated into the final contract, with the contract taking precedence over
either the RFP or the Response, and the RFP taking precedence over the Response in the event the
documents conflict.

Also, the contract will state that Colorado law shall govern the contract and that the Offeror must agree to
indemnify Mines. The following language shall appear in the contract:

“To the extent authorized by law, the Contractor shall indemnify, save, and hold harmless the State,
its employees and agents, against any and all claims, damages, liability and court awards including
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 costs, expenses, and attorney fees incurred as a result of any act or omission by the Contractor, or its
employees, agents, subcontractors or assignees pursuant to the terms of this contract.”

Mines is precluded from indemnifying any parties, including vendors.

Also, the contract shall include the “Special Provisions” which are required pursuant to the Colorado School
of Mines Financial Policies. The “Special Provisions” are attached to this RFP at the end of Appendix A,
Sample Contract and Special Provisions.

10. The contents of the proposal of the successful offeror, at Mines’ sole option, may be become contractual
obligations if acquisition action ensues. Failure of the successful offeror to accept these obligations in a
purchase agreement, purchase order, delivery order or similar acquisition instrument may result in
cancellation of the award and such vendor may be removed from future solicitations.

11. The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in
the interpretation, execution and enforcement of any Agreement resulting from this Request for
Proposal. Any provision of said Agreement, whether or not incorporated herein by reference, which
provides for arbitration by any extra judicial body or person or which is otherwise in conflict with said
laws, rules and regulations shall be considered null and void. Nothing contained in any provision
incorporated herein by reference which purports to negate this or any other special provision, in whole
or in part, shall be valid or enforceable or available in any action at law whether by any of complaint,
defense or otherwise. Any provision rendered null and void by the operation of this provision will not
invalidate the remainder of said Agreement to this extent that said Agreement is capable of execution.

12. The signatories hereto aver that they are familiar with Colorado Revised Statutes 1973, 18-8-301, et seq.
(Bribery and Corrupt Influence) and 18-8-401, et seq., (Abuse of Public Office) as amended, and that no
violation of such provisions is present.

13. Each signatory agrees that to his/her knowledge, no Colorado School of Mines employee has any
personal or beneficial interest whatsoever in the service or property described herein.

14. The offeror agrees to comply with the Colorado Antidiscrimination Act of 1957, (24-34-402, C.R.S. 1982
Replacement Vol. as amended), and other applicable law prohibiting discrimination and unfair
employment practices.

15. All products produced in response to the contract resulting from this RFP will be the sole property of the
Colorado School of Mines.

Any actual or prospective offeror or contractor who is aggrieved in connection with either the solicitation or
subsequent award of a contract may protest to the Risk Manager and Director of Business Operations. The
protest shall be submitted in writing within seven working days after such aggrieved person knows, or should
have known, of the facts giving rise thereto (emphasis added). Reference Section 8.0 (C)(1)(a) in Colorado
School of Mines Procurement Rules (https://www.mines.edu/business-operations/purchasing-procurement-
services/).

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 16. With regard to the emphasized language above, it is important for offerors to note that a challenge to
the solicitation’s requirements or specifications should be made within seven days of when the
protestable item is known.

Announcement of the apparent winning offeror will be made via a posting on the Rocky Mountain Bids site.
The requirement for timely submission of any subsequent protest (7 working days) will begin on the first
working day following the posting of the award notice on the Rocky Mountain Bids site.

F. TERM AND TERMINATION OF THE CONTRACT

The initial term of this contract is anticipated to be for a period commencing as soon as possible after an agreement
has been reached, and ending no later than when the work is completed or one year after the commencement of
the contract, whichever occurs first.

G. EVALUATION AND AWARD PROCESS

1. All proposals submitted in response to this RFP will be reviewed for responsiveness prior to referral to
the committee. Mines has hired a consultant to help review all bid submissions. The Mines committee
will then score all responsive proposals. The contract/purchase order will be awarded to the offeror
whose proposal, conforming to the RFP, will be the most advantageous to Mines.

2. This RFP may be awarded to one or multiple vendors.

3. The evaluation committee will judge the merit of proposals received in accordance with general criteria
defined herein. An evaluation will be completed by Mines for each criteria. All proposals will be
evaluated by the individual committee members according to the criteria. All evaluation scores will be
combined to obtain the final scoring. Mines will invite the top scoring vendors in for a
meeting/presentation.

4. The evaluation committee may require a presentation. However, it should be understood that a
presentation may not be requested of any or all offerors, and therefore complete information should be
submitted with the proposal.

5. The recommendation of the evaluation committee will be forwarded to for approval and issuance of an
award.

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H. EVALUATION CRITERIA

The committee will evaluate the merit of proposals (as discussed in Section II.G. above) in accordance with the
answers given to proposal questions in Section IV and Section V.

Evaluation criteria (not listed in any particular order of importance) consists of the following:

1. Responses to Mandatory Requirements.

2. Responses to Information Required From Offerors.
3. Overall price for services.
4. Offeror’s ability to deliver high quality proposed solution as that adheres to the requirements in
the Scope of Work.
5. Any other additions and/or information submitted with the proposal that would be beneficial to
Mines.

SECTION III
SCOPE OF WORK

Mines is seeking proposals to provide marketing and copy write material for a grant that Mines has received.
Mines may award to one or multiple Offeror’s. The grant is a set amount of money that Mines cannot exceed
$50,000. Depending on the offers submitted from Offeror’s in conjunction with the grant amount, Mines may
not award each of the service areas below. Mines would like to award all services below however the decision
to award each section depends on all Offeror’s responses. It is Mines goal to have the work completed by the
end of March 2020.

The areas of marketing services needed are:

1. Communications Adviser / Reviewer:

a. Mines needs an Offeror that will review all current projects materials (eg. Booklets, posters,
brochures, website) and recommend how to adjust those to get better results.
b. Advice on the overall project campaign from a communications point of view. The advice should
include the best practices for getting people to change their behavior (not just pushing out info
but showing change in what people think).

2. Video Production:
a. Based on the overall program, Mines needs a creation of five 2-minute videos. The videos will
include:
i. Best practices for using Get the Facts Out resources.
ii. Teacher and industry dialog about benefits of each profession.
iii. Testimonials of three faculty members who have started their own campaign.
iv. Two to three students telling their story about deciding to become a teacher because of
Get the Facts Out.
v. Teachers talking about the teaching profession and why they love the job.
vi. Teacher and college Faculty dialog about benefits of each profession.

b. Mines will provide the faculty members, industry professionals, and students for the videos.
Likely the Faculty will be located throughout the United States.
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 SECTION IV
MANDATORY REQUIREMENTS

A. MANDATORY MINIMUM REQUIREMENTS

In order for your firm’s response to be considered responsive by Mines, your proposal must respond to each of
the following requirements. Please list the requirements given below and respond with a brief statement
confirming and explaining how you meet each requirement. These requirements are listed in no particular
order. Offeror must:

1. Offeror’s must be able to provide all work product to Mines in a format that Mines can utilize (i.e. videos
must be able to be posted to YouTube).

B. INSURANCE REQUIREMENTS

The Contractor shall obtain and maintain the minimum insurance coverages set forth below. By requiring such
minimum insurance, the School shall not be deemed or construed to have assessed the risk that may be applicable
to the Contractor under this contract. The Contractor shall assess its own risks and if it deems appropriate and/or
prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other
obligations assumed or pursuant to the contract by reason of its failure to obtain or maintain insurance in sufficient
amounts, duration, or types.

If requested by the Mines, the Contractor shall supply copies of all policies and endorsements described below
prior to execution of any contract with the Mines.

COVERAGES

1. Commercial General Liability – ISO 1998 Form or equivalent. Coverage to include:

Premises and Operations
Personal/Advertising Injury
Products/Completed Operations
Liability assumed under an Insured Contract (including defense costs assumed under contract)

2. Automobile Liability including all:

Owned Vehicles
Non-owned Vehicles
Hired Vehicles
Personal Injury Protection (where applicable)

3. Workers Compensation:
Statutory Benefits (Coverage A)
Employers Liability (Coverage B)

LIMITS REQUIRED

The Contractor shall carry the following limits of liability as required below:
Commercial General Liability:
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General Aggregate $2,000,000
Products/Completed Operations Aggregate $2,000,000
Each Occurrence Limit $1,000,000
Personal/Advertising Injury $1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000

Automobile Liability:
Bodily Injury/Property Damage (Each Accident) $1,000,000
Personal Injury Protection Statutory

Workers Compensation:
Coverage A (Workers Compensation) Statutory
Coverage B (Employers Liability) $100,000
$500,000
$100,000

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 SECTION V
INFORMATION REQUIRED FROM OFFERORS

Please respond to each of the following items below. Failure of the offeror to provide any of the information
requested in this RFP may result in disqualification of the offeror. Please restate the question and/or request
and respond accordingly.

1. Please list the firm name, address, FEIN#, e-mail address, phone number, and fax number. If you have a
Denver Metro office that is different from the firm’s primary location, please provide that information.

2. Please give a brief description of the firm, including size and number of years in business.

3. Depending on the results of Offerors, Mines may;

a. Issue Purchase Orders for the work. Please note, any work issued under a Purchase Order is
subject to Purchase Order Terms and Conditions
(https://inside.mines.edu/.../purchasing/PO_Terms_&_Conditions_1-1-09.pdf).
b. Enter into a contract with the awarded Offeror(s). Please provide any contract exceptions, Mines
sample contract is attached as Appendix A. Please note, not all contract exceptions will be
accepted as Mines is a State of Colorado entity. Offeror may provide a sample Offeror contract
but please note, Mines is not obligated to use an Offeror contract.

4. Responses should include the list of services for which you are submitting a proposal for.

5. What is your average turnaround time for project completion?

6. How do you communicate with your point of contact (phone calls, emails, etc.)?

7. Reponses should be structured for each service, even if you are submitting for more than one service.

8. If the awarded Offeror(s) has to travel under the contract, Offeror(s) are subject to Mines Financial Travel
Policies, specifically Section 5 (https://www.mines.edu/controllers-office/travel-expense/).

Questions for Communications Adviser / Reviewer section only:

1. Please provide information on your firm’s ability to deliver services for this Scope of Work. Include how
these services will be executed.
2. Please provide two or more examples of how you have modified materials in the past (or current GFO
materials) to create something that is emotionally compelling (ie. Cause behavior change).
3. Please provide examples of how materials may differ to reach faculty vs. students or how you would
modify materials so that they are effective with both audiences.
4. Please provide two references (include name of company, name of contact person and their email
addresses) for whom you have done this type of work for previously. If possible, the references should
include work done for higher education institutions.
5. What expectations would you have of Mines to provide these services?
6. Please provide a detailed breakdown of cost for services.

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Questions for Video Production section only:

1. Please provide information on your firm’s ability to deliver services for this Scope of Work. Include how
these services will be executed.
2. How do you ensure professional quality video production?
3. How do you plan to obtain video from people that are located throughout the United States? Can you
obtain the video without incurring travel cost to get the video in person? If so, how do you ensure quality
video as well as ease of use for those being videod?
4. How do you provide the videos to Mines so that Mines can easily use those videos / put them on a
platform such as YouTube?
5. Please provide examples of professional quality, emotionally compelling videos?
6. How do you ensure that Mines is satisfied with the final videos?
7. What expectations would you have of Mines to provide these services?
8. Please provide a detailed breakdown of cost for services.

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 SECTION VI
MANDATORY SIGNATURE PAGE

This proposal will be opened at opening date December 13, 2019, 2 pm Mountain Time in the Colorado School
of Mines Procurement Services Office, 1600 Jackson Street, Room 010, Golden, CO 80401.

UNDER NO CIRCUMSTANCES CAN TELEPHONE PROPOSALS BE ACCEPTED.

FACSIMILES (FAX) WILL NOT BE ACCEPTED IN RESPONSE TO THIS REQUEST FOR PROPOSALS.

If you are not responding to the request for proposal, we would appreciate a brief explanation of the reason.

ACCEPTANCE OF MANDATORY REQUIREMENTS:

By signing below, the offeror affirms acceptance of all Terms including MANDATORY REQUIREMENTS listed in
this Request for Proposal, as issued by the School, without exception or modification. (Signature is
mandatory.)

Company Legal Name:

Business Telephone No.:

Email Address: ____________________________________

Printed Name:
(please print or type name and title)
Signature:

FEIN Number:

Date of Proposal:

Cash Terms are:

This proposal may be withdrawn on (date)

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 APPENDIX A
PERSONAL SERVICES AGREEMENT

This Agreement (“Agreement”) is entered into by and between _________ (“Contractor), and the
Board of Trustees of the Colorado School of Mines, for and on behalf of the Colorado School of Mines,
a public institution of higher education located at 1500 Illinois Street, Golden, Colorado 80401 (“Mines”).
Contractor and Mines hereby agree to the following terms and conditions.

AGREEMENT

1. EFFECTIVE DATE AND NOTICE OF NONLIABILITY

This Agreement shall not be enforceable until it is approved and signed by both parties and is effective
upon the date of final signature (the “Effective Date”). Mines 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.

2. RECITALS
A. Authority, Appropriation, and Approval
Authority to enter into this Agreement exists in the law and funds have been budgeted, appropriated
and otherwise made available and a sufficient encumbered balance thereof remains available for
payment.
B. 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 Agreement.
C. Purpose
Briefly describe the Agreement's purpose

3. TERM
Initial Term
The parties’ respective performances under this Agreement shall commence on the later of either
the Effective Date or (contract_start_date). This Agreement shall terminate on (contract_end_date)
unless sooner terminated or further extended as specified elsewhere herein.
Two Month Extension [Delete if not applicable]
If the parties are negotiating a replacement Agreement (and not merely seeking a term extension)
at or near the end of any individual term or renewal term, Mines, at its sole discretion may
unilaterally extend the term of this Agreement for a period not to exceed two months. Such
extension shall become effective upon written notice, to Contractor at least 5 days prior to the
termination date, addressed and in form as provided in §15.The provisions of this Agreement shall
remain in effect during the two month extension beginning on the date when such notice is given,
including, but not limited to prices, rates, and delivery requirements. The two month extension shall
immediately terminate when and if a replacement Agreement is approved and signed by Mines.
Mines’ Option to Extend [Delete if not applicable]
Mines may require continued performance at the same rates and same terms specified in the
Agreement. If Mines 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 ___
[ Insert letter of applicable Exhibit (A, B, C, etc)] (the “Option Letter”). If exercised, the
provisions of the Option Letter shall become part of and be incorporated into this Agreement. The
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 total duration of this Agreement, including the exercise of any options under this clause, shall not
exceed ___ [Insert number of years not to exceed five years].

4. STATEMENT OF WORK
A. Completion
Contractor shall complete the requirements defined in the Statement of Work and its other
obligations as described herein and in Exhibit ____ [Insert letter of applicable Exhibit (A, B, C, etc)]
on or before (contract_end_date). Mines shall not be liable to compensate Contractor for any work
performed prior to the Effective Date or after the termination of this Agreement.
B. Goods and Services
Contractor shall procure goods and services necessary to complete the requirements of this
Agreement. Such procurement shall be accomplished using the contract funds and shall not
increase the maximum amount payable hereunder by Mines.
C. Employees
All persons employed by Contractor or subcontractors to perform work under this Agreement shall
be Contractor’s or subcontractors’ employee(s) for all purposes hereunder and shall not be
employees of Mines for any purpose as a result of this Agreement.

5. PAYMENTS TO CONTRACTOR
The terms of payment for this Agreement are set as [choose applicable:] Fixed Price / Lump Sum / Cost
Reimbursement / Time and Materials / Hourly. Payment Schedule is included and incorporated herein
as Exhibit ____. Mines shall, in accordance with the provisions of this section, pay Contractor in the
amounts and using the methods set forth below:
A. Maximum Amount
The maximum amount payable under this Agreement to Contractor by the Mines is
$_________________ as determined by Mines from available funds. Payments to Contractor are
limited to the unpaid obligated balance of the Agreement set forth in Exhibit ____ Insert letter of
applicable Exhibit (A, B, C, etc). The maximum amount payable by Mines to Contractor during
each Mines fiscal year (fiscal years run from July 1st through June 30th of the succeeding year, and
fiscal year dates are marked for the year on which the June 30th date falls) of this Agreement shall
be:

$ in FY
$ in FY
$ in FY
$ in FY
$ in FY
$ in FY

B. Payment
i. Advance, Interim and Final Payments
Any advance payment allowed under this Agreement or in Exhibit ___Insert letter of
applicable Exhibit (A, B, C, etc) shall comply with Colorado School of Mines Financial Policies
and be made in accordance with the provisions of this Agreement or such Exhibit. Contractor
shall initiate any payment requests by submitting invoices to Mines in the form and manner set
forth and approved by Mines.
ii. Interest
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 Mines shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced
represents performance by Contractor previously accepted by Mines. Uncontested amounts not
paid by Mines within 45 days shall bear interest on the unpaid balance beginning on the 46th
day at a rate not to exceed one (1%) 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 Mines separately for accrued interest on delinquent amounts. The billing shall
reference the delinquent payment, the number of day’s interest to be paid and the interest rate.
iii. Payment Disputes
If Contractor disputes any calculation, determination or amount of any payment, Contractor shall notify
Mines in writing of its dispute within 30 days following the earlier to occur: 1) Contractor’s receipt of the
payment; or, 2) notification of the determination or calculation of the payment by Mines. Mines will review
the information presented by Contractor and may make changes to its determination based on this
review. The calculation, determination or payment amount that results from Mines’ review shall not be
subject to additional dispute under this subsection. No payment subject to a dispute under this subsection
shall be due until after Mines has concluded its review, and Mines shall not pay any interest on any
amount during the period it is subject to dispute under this subsection.
iv. Available Funds-Contingency-Termination
Financial obligations of Mines payable after the current fiscal year are contingent upon funds for
that purpose being appropriated, budgeted and otherwise made available. If federal funds are
used to fund this Agreement, in whole or in part, Mines’ performance hereunder is contingent
upon the continuing availability of such funds. Payments pursuant to this Agreement shall be
made only from available funds encumbered for this Agreement and Mines’ liability for such
payments shall be limited to the amount remaining of such encumbered funds. If Mines funds
are not appropriated, or otherwise become unavailable to fund this Agreement, Mines may
terminate this Agreement immediately, in whole or in part, without further liability in accordance
with the provisions hereof.
v. Erroneous Payments
At Mines’ 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 Agreement or other contracts, grants or agreements between Mines and Contractor
or by other appropriate methods and collected as a debt due to Mines. Such funds shall not be
paid to any person or entity other than Mines.
vi. Use of Funds
1. Agreement funds shall be used only for eligible costs identified herein and/or in the
budget.
2.
6. REPORTING - NOTIFICATION
Reports, Evaluations, and Reviews required under this contract section shall be in accordance with the
procedures of and in such form as prescribed by Mines and in accordance with the Statement of Work.
If Federal Funds are used for any portion of this Agreement, Federal Fund Reporting requirements shall
be further detailed in Addendum One to this Agreement and incorporated herein by reference. If no
Federal Funds are used, there shall be no Addenda to this Agreement, other than those Exhibits
referred to and incorporated herein.
A. Litigation Reporting
Within 10 days after being served with any pleading in a legal action filed with a court or
administrative agency, related to this Agreement or which may affect Contractor’s ability to perform
its obligations hereunder, Contractor shall notify Mines of such action and deliver copies of such
pleadings to Mines’ Legal Department.
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 B. Subcontracts
Copies of any and all subcontracts entered into by Contractor to perform its obligations hereunder
shall be submitted to Mines or its principal representative upon request by Mines. 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.

7. CONTRACTOR RECORDS
A. Maintenance
Contractor shall make, keep, maintain, and allow inspection and monitoring by Mines 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 Agreement expires or is sooner terminated, or (ii) final payment is
made hereunder, or (iii) the resolution of any pending Agreement 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”).
B. Inspection
Contractor shall permit Mines, 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 Agreement during the Record Retention Period for a period of three years
following termination of this Agreement or final payment hereunder, whichever is later, to assure
compliance with the terms hereof or to evaluate performance hereunder. Mines reserves the right
to inspect the Work at all reasonable times and places during the term of this Agreement, including
any extensions or renewals. If the Work fails to conform to the requirements of this Agreement,
Mines may require Contractor promptly to bring the Work into conformity with Agreement
requirements, at Contractor’s sole expense. If the Work cannot be brought into conformance by re-
performance or other corrective measures, Mines may require Contractor to take necessary action
to ensure that future performance conforms to Agreement requirements and exercise the remedies
available under this Agreement, at law or in equity, in lieu of or in conjunction with such corrective
measures.
C. Monitoring
Contractor shall permit Mines, 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 Agreement 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 Mines shall be performed
in a manner that shall not unduly interfere with Contractor’s performance hereunder.
D. Final Audit Report
If an audit is performed on Contractor’s records for any fiscal year covering a portion of the term of
this Agreement, Contractor shall submit a copy of the final audit report to Mines or its principal
representative at the address specified herein.

8. CONFIDENTIAL INFORMATION-MINES RECORDS

Contractor shall comply with the provisions of this section if it becomes privy to confidential information
in connection with its performance hereunder. Confidential information includes, but is not necessarily
limited to, any Mines records, personnel records, and information concerning individuals. Such
information shall not include information required to be disclosed pursuant to the Colorado Open
Records Act, CRS §24-72-101, et seq.
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 A. Confidentiality
Contractor, and Contractors employees and subcontractors shall keep all Mines records and
information confidential at all times and comply with all laws and regulations concerning
confidentiality of information. Any request or demand by a third party for Mines records and
information in the possession of Contractor shall be immediately forwarded to Mines’ principal
representative.
B. Notification
Contractor shall notify its agent, employees, subcontractors and assigns who may come into
contact with Mines records and 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.
C. Use, Security, and Retention
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 Agreement or approved in writing
by Mines. Contractor shall provide and maintain a secure environment that ensures confidentiality
of all Mines 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 permitted in
this Agreement or approved in writing by Mines.
D. Disclosure-Liability
Disclosure of Mines records or other confidential information by Contractor for any reason may be
cause for legal action by third parties against Contractor, Mines or their respective agents.
Contractor shall indemnify, save, and hold harmless Mines, 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 §10.
E. Family Education Rights and Privacy Act
If, and only if, in the course of providing services during the term of the Agreement, Contractor is
to receive or have access to student education records, then such records will be subject to the
Family Education Rights and Privacy Act (FERPA), 20 U.S.C. 1232g, et seq. and the regulations
promulgated thereunder. Such information is considered confidential. If and to the extent
Contractor has access to or receives education records under this Agreement, it is deemed a
“school official,” as defined under FERPA. Contractor agrees that it shall not use education records
for any purpose other than in the performance of this Agreement. Except as required or permitted
by law, Contractor shall not disclose or share education records with any third party unless
permitted by the terms of the Agreement or to subcontractors who have agreed to maintain the
confidentiality of the education records to the same extent required of Contractor under this
Agreement.

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 Contractor’s obligations hereunder.
Contractor acknowledges that with respect to this Agreement, even the appearance of a conflict of
interest is harmful to Mines’ interests. Absent Mines’ 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 Mines 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
Mines a disclosure statement setting forth the relevant details for Mines’ consideration. Failure to

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 promptly submit a disclosure statement or to follow Mines’ direction in regard to the apparent conflict
constitutes a breach of this Agreement.

10. REPRESENTATIONS AND WARRANTIES

Contractor makes the following specific representations and warranties, each of which was relied on
by Mines in entering into this Agreement.
A. Standard and Manner of Performance
Contractor shall perform its obligations hereunder in accordance with the highest standards of care,
skill and diligence in Contractor’s industry, trade, or profession and in the sequence and manner
set forth in this Agreement.
B. Legal Authority – Contractor Signatory
Contractor warrants that it possesses the legal authority to enter into this Agreement 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 Agreement, or any part
thereof, and to bind Contractor to its terms. If requested by Mines, Contractor shall provide Mines
with proof of Contractor’s authority to enter into this Agreement within 15 days of receiving such
request.
C. 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 Agreement, without
reimbursement by Mines or other adjustment in contract funds. Additionally, all employees, agents,
and subcontractors of Contractor performing services under this Agreement shall hold all required
licenses or certifications, if any, to perform their responsibilities. If Contractor is a foreign
corporation, limited liability company, partnership or other foreign entity transacting business in the
State of Colorado, Contractor 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. Such certificate of authority and
designation of a registered agent for a foreign entity shall be disclosed immediately to Mines upon
request. 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 Agreement is a material breach by Contractor and constitutes grounds for
termination of this Agreement.

11. INSURANCE
Contractor and its Subcontractors shall obtain and maintain insurance as specified in this section at all
times during the term of this Agreement. All policies evidencing the insurance coverage required
hereunder shall be issued by insurance companies satisfactory to Contractor and Mines.
A. Contractor
i. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, CRS §24-10-101, et seq., as amended (the “GIA”), then Contractor shall maintain at all
times during the term of this Agreement such liability insurance, by commercial policy or self-
insurance, as is necessary to meet its liabilities under the GIA. Contractor shall show proof of
such insurance satisfactory to Mines, if requested by Mines. Contractor shall require each
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 contract with a Subcontractor that is a public entity, to include the insurance requirements
necessary to meet such Subcontractor’s liabilities under the GIA.
ii. Non-Public Entities
If Contractor is not a "public entity" within the meaning of the GIA, Contractor shall obtain and
maintain during the term of this Agreement insurance coverage and policies meeting the same
requirements set forth in §12(B) with respect to Subcontractors that are not "public entities".
B. Contractors - Subcontractors
Contractor shall require each contract with Subcontractors other than those that are public entities,
providing Goods or Services in connection with this Agreement, to include insurance requirements
substantially similar to the following:
i. Worker’s Compensation
Worker’s Compensation Insurance as required by State statute, and Employer’s Liability
Insurance covering all of Contractor or Subcontractor employees acting within the course and
scope of their employment.
ii. 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: (a) $1,000,000 each occurrence; (b) $1,000,000 general aggregate;
(c) $1,000,000 products and completed operations aggregate; and (d) $50,000 any one fire.
If any aggregate limit is reduced below $1,000,000 because of claims made or paid,
Subcontractor shall immediately obtain additional insurance to restore the full aggregate limit
and furnish to Contractor a certificate or other document satisfactory to Contractor showing
compliance with this provision.
iii. Automobile Liability
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.
iv. Additional Insured
Mines shall be named as additional insured on all 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)
required of Contractor and any Subcontractors hereunder.
v. Primacy of Coverage
Coverage required of Contractor and Subcontractor shall be primary over any insurance or
self-insurance program carried by Contractor or Mines.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal
without at least 30 days prior notice to Contractor and Contractor shall forward such notice to
Mines in accordance with §16 (Notices and Representatives) within seven days of Contractor’s
receipt of such notice.
vii. Subrogation Waiver
All insurance policies in any way related to this Agreement and 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 Contractor or
Mines, its agencies, institutions, organizations, officers, agents, employees, and volunteers.

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 C. Certificates
Contractor and all Subcontractors shall provide certificates showing insurance coverage required
hereunder to Mines within seven business days of the Effective Date of this Agreement. No later
than 15 days prior to the expiration date of any such coverage, Contractor and each Subcontractor
shall deliver to Mines or Contractor certificates of insurance evidencing renewals thereof. In
addition, upon request by Mines at any other time during the term of this Agreement or any
subcontract, Contractor and each Subcontractor shall, within 10 days of such request, supply to
Mines evidence satisfactory to Mines of compliance with the provisions of this section.

12. BREACH
A. Defined
In addition to any breaches specified in other sections of this Agreement, 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.
B. Notice of Creditor Bankruptcy or Receiver
Contractor shall notify Mines within 5 days after Contractor becomes aware of any proceeding in
bankruptcy or of an action where a receiver of Contractor’s business or assets has been requested.
Contractor shall promptly notify Mines of any pending legal action against Contractor which may
impede Contractor’s ability to satisfy this Agreement.
C. 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 §16. 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, Mines may exercise any of the remedies set forth in §15.
Notwithstanding anything to the contrary herein, Mines, in its sole discretion, need not provide
advance notice or a cure period and may immediately terminate this Agreement in whole or in part
if reasonably necessary to preserve public safety or to prevent immediate public crisis.

13. REMEDIES
If Contractor is in breach under any provision of this Agreement, Mines shall have all of the remedies
listed in this §15 in addition to all other remedies set forth by law and in other sections of this Agreement
following the notice and cure period set forth in §14(B). Mines may exercise any or all of the remedies
available to it, in its sole discretion, concurrently or consecutively.
A. Termination for Cause and/or Breach
Mines may terminate this entire Agreement or any part of this Agreement. Exercise by Mines of
this right shall not be a breach of its obligations hereunder. Contractor shall continue performance
of this Agreement to the extent not terminated, if any.
i. 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 Mines all Work, Services and Goods, not cancelled by the termination
notice and may incur obligations as are necessary to do so within this Agreement’s terms. At
the sole discretion of Mines, Contractor shall assign to Mines all of Contractor’s right, title, and
interest under such terminated orders or subcontracts. Upon termination, Contractor shall take

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 timely, reasonable and necessary action to protect and preserve property in the possession of
Contractor in which Mines has an interest. All materials owned by Mines in the possession of
Contractor shall be immediately returned to Mines. All Work Product, at the option of Mines,
shall be delivered by Contractor to Mines and shall become Mines’ property. Work Product
means the tangible and intangible results of the Work, whether finished or unfinished, including
drafts. Work Product includes, but is not limited to, documents, text, software (including score
code), research reports, proposals, specifications, plans, notes, studies, data, images,
photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas,
concepts, know-how, and any other results of Work. Work Product does not include any material
that was developed prior to the Effective Date that is used, without modification, in that
performance of the Work.
ii. Payments
Mines shall reimburse Contractor only for accepted performance up to the date of termination.
If, after termination by Mines, 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 Agreement had been terminated in the public interest, as described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by Mines, Contractor shall remain liable to Mines
for any damages sustained by Mines by virtue of any breach under this Agreement by
Contractor or by Contractors’ acts of negligence, and Mines may withhold any payment to
Contractor for the purpose of mitigating Mines’ damages, until such time as the exact amount
of damages due to Mines from Contractor is determined. Mines may withhold any amount that
may be due Contractor as Mines deems necessary to protect Mines against loss, including loss
as a result of Contractors’ negligence, 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 Mines in procuring from third parties replacement Work, Services or
substitute Goods as cover.
B. Early Termination in the Public Interest
Mines is entering into this Agreement for the purpose of carrying out the mission of Mines. If this
Agreement ceases to further the mission of Mines, Mines, in its sole discretion, may terminate this
Agreement in whole or in part. Exercise by Mines of this right shall not constitute a breach of Mines’
obligations hereunder. This subsection shall not apply to a termination of this Agreement by Mines
for cause or breach by Contractor, which shall be governed by §14(A) or as otherwise specifically
provided for herein.
i. Method and Content
Mines 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 Agreement.
ii. Obligations and Rights
Upon receipt of a termination notice, Contractor shall be subject to and comply with the
same obligations and rights set forth in §14(A)(i).
iii. Payments
If this Agreement is terminated by Mines pursuant to this §14(B), Contractor shall be paid an
amount which bears the same ratio to the total reimbursement under this Agreement as
Contractor’s obligations that were satisfactorily performed bear to the total obligations set forth
in this Agreement, less payments previously made. Additionally, if this Agreement is less than
60% completed, Mines may reimburse Contractor for a portion of actual out-of-pocket
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 expenses (not otherwise reimbursed under this Agreement) incurred by Contractor which are
directly attributable to the uncompleted portion of Contractor’s obligations hereunder; provided
that the sum of any and all reimbursement shall not exceed the maximum amount payable to
Contractor hereunder.
C. Remedies Not Involving Termination
Mines, in its sole discretion, may exercise one or more of the following remedies in addition to other
remedies available to it:
i. Suspend Performance
Suspend Contractor’s performance with respect to all or any portion of this Agreement
pending necessary corrective action as specified by Mines without entitling Contractor
to an adjustment in price/cost or performance schedule. Contractor shall promptly
cease performance and incurring costs in accordance with Mines’ directive and Mines
shall not be liable for costs incurred by Contractor after the suspension of performance
under this provision.
ii. Withhold Payment
Withhold payment to Contractor until corrections in Contractor’s performance are satisfactorily
made and completed.
iii. Deny Payment
Deny payment for those obligations not performed, that due to Contractor’s actions or inactions,
cannot be performed or, if performed, would be of no value to Mines; provided, that any denial
of payment shall be reasonably related to the value to Mines of the obligations not performed.
iv. Removal
Notwithstanding any other provision herein, Mines may demand immediate removal of any of
Contractor’s employees, agents, or Subcontractors whom Mines deems incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this
Agreement is deemed to be contrary to the public interest or Mines’ best interest.
v. Intellectual Property
If Contractor infringes on a patent, copyright, trademark, trade secret or other intellectual
property right while performing its obligations under this Agreement, Contractor shall, at Mines’
option (a) obtain for Mines 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 Mines.

14. NOTICES and REPRESENTATIVES

A. Notices
Each individual identified below is the principal representative of the designating Party for
contractual notices. All notices required to be given hereunder shall be hand delivered with receipt
required, sent by certified or registered mail to such Party’s 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.
Mines:
Colorado School of Mines
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 Purchasing Department
1500 Illinois Street
Golden, CO 80401
Email: procurement@mines.edu

Contractor:
($company_name)
Department Name
Address 1
City, State Zip
Email:
B. Representative
For the purpose of this Agreement, the individuals identified below are hereby designated
representatives of the respective parties. With respect to the representative of Mines, such
individual shall have the authority to inspect and reject services, approve invoices for payment, and
act otherwise for Mines, except with respect to the execution of formal Agreement amendments to
or termination of this Agreement. Either party may from time to time designate in writing new or
substitute representatives
Mines:
(requester_name)
Colorado School of Mines
1500 Illinois Street
Golden, CO 80401
Email: (owner_email)
Phone: (owner_direct_phone)
Contractor:
(main_contact)
(company_name)
contract_party_1_legal_street_address_1

Email:
Phone:

15. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE

Any, software, research, reports, studies, data, photographs, negatives or other documents, drawings,
models, materials, or Work Product, including copyrights to Work Product, of any type, including drafts,
prepared by Contractor in the performance of its obligations under this Agreement shall be the exclusive
property of Mines and, all Work Product shall be delivered to Mines by Contractor upon completion or
termination hereof. Mines’ exclusive rights in such Work Product shall include, but not be limited to, the
right to copy, publish, display, transfer, and prepare derivative works without obligation of royalty or
future payment for such works unless otherwise defined herein. 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 Mines. [If the rights in the
Work Product are non-exclusive, then this paragraph shall be deleted and the non-exclusivity
shall be defined.]

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 Any user information or any other data Mines sends to the vendor or enters into an application/system
is owned by Mines (“Mines Data”). All rights, title and interest in the Mines Data remains with
Mines. Mines agrees to grant Contractor a non-transferable, non-exclusive right and license (with
limited right to sub-license to its related entities and subcontractors) to use the Mines Data, solely for
the purposes of performing the scope contemplated by this Agreement. The Contractor will not share
or sell any email or contract information, nor use such information for marketing.

16. GOVERNMENTAL IMMUNITY

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 Governmental Immunity Act §24-10-101, et seq. and the risk
management statutes, CRS §24-30-1501, et seq., as amended.

17. GENERAL PROVISIONS

A. Assignment and Subcontracts
Contractor’s rights and obligations hereunder are personal and may not be transferred, assigned
or subcontracted without the prior, written consent of Mines. Any attempt at assignment, transfer,
subcontracting without such consent shall be void. All assignments, subcontracts, or
Subcontractors approved by Contractor or Mines are subject to all of the provisions hereof.
Contractor shall be solely responsible for all aspects of subcontracting arrangements and
performance.
B. Binding Effect
Except as 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. Captions
The captions and headings in this Agreement are for convenience of reference only, and shall not
be used to interpret, define, or limit its provisions.
D. Counterparts and Electronic Signatures
This Agreement may be executed by original signature or electronic signature in multiple identical
original counterparts, all of which shall constitute one agreement.
E. Entire Understanding
This Agreement 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.
F. Indemnification
Contractor shall indemnify, save, and hold harmless Mines, 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 Agreement; 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.
G. Jurisdiction and Venue
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 All suits or actions related to this Agreement shall be filed and proceedings held in the State of
Colorado and exclusive venue shall be in the City of Golden, in Jefferson County, Colorado.
H. Modification
i. By the Parties
Except as specifically provided in this Agreement, modifications of this Agreement shall not be
effective unless agreed to in writing by the parties in an amendment to this Agreement, properly
executed and approved in accordance with applicable Colorado State law and the Colorado
School of Mines Financial Polices. Modifications permitted under this Agreement, other than
contract amendments, shall conform to the policies of the Mines and include, but not be limited
to, Option Letters, Task Orders and Consent to Assignments.
ii. By Operation of Law
This Agreement 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 Agreement on the effective date of
such change, as if fully set forth herein.
I. Order of Precedence
The provisions of this Agreement shall govern the relationship of the parties. In the event of conflicts
or inconsistencies between this Agreement 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:
i. Colorado School of Mines Special Provisions, as provided for in §18 below;
ii. The provisions of the main body of this Agreement;
iii. Any Addenda to this Agreement;
iv. Exhibit A;
v. Exhibit B; and,
vi. Exhibit C. [Add additional items/exhibits as that are included in this Agreement here]
J. Severability
Provided this Agreement 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
Agreement in accordance with its intent.
K. Survival of Certain Agreement Terms
Notwithstanding anything herein to the contrary, provisions of this Agreement requiring continued
performance, compliance, or effect after termination hereof, shall survive such termination and shall
be enforceable by Mines if Contractor fails to perform or comply as required.
L. Taxes
Mines is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from
all State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such
exemptions apply when materials are purchased or services are rendered to benefit Mines;
provided however, that certain political subdivisions (e.g., City of Denver) may require payment of
sales or use taxes even though the product or service is provided to Mines. Contractor shall be
solely liable for paying such taxes as Mines is prohibited from paying or reimbursing Contractor for
such taxes.
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 M. Third Party Beneficiaries
Enforcement of this Agreement 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 Agreement are
incidental to the Agreement, and do not create any rights for such third parties.
N. Waiver
Waiver of any breach under a term, provision, or requirement of this Agreement, 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 prohibited by federal law, this Agreement 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. Therefore, the company acknowledges that any
Confidential Information may be subject to the legal requirements of CORA. Provided, however,
that should the State receive a request for disclosure of Confidential Information pursuant to CORA,
the State shall notify the Contractor within a reasonable period. The Contractor shall assume
exclusive responsibility for defending its position as to the confidentiality of the requested
information. Neither the State nor any of its agencies is or shall be obligated to assist in the
company's defense. Further, the State agrees that disclosure of such Confidential Information
shall only be made consistent with and to the extent allowable under law.
P. Force Majeure
Neither the Contractor nor Mines shall be liable to the other for any delay in, or failure of
performance of, any covenant or promise contained in this Agreement, nor shall any delay or failure
constitute default or give rise to any liability for damages if, and only to the extent that, such delay
or failure is caused by "force majeure". As used in this Agreement “force majeure” means acts of
God; acts of the public enemy; acts of Mines and any governmental entity in its sovereign or
contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes;
freight embargoes; or unusually severe weather.

18. COLORADO SCHOOL OF MINES SPECIAL PROVISIONS

In the event of conflicts or inconsistencies between this Agreement and the Special Provisions, the
Special Provisions shall control. The Special Provisions apply to all contracts except where noted in
italics.
A. 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.
B. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement 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.
C. 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. Unemployment insurance benefits will be available to Contractor and its employees
Page 29 of 36
 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 Agreement. 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.
D. 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.
E. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be
applied in the interpretation, execution, and enforcement of this Agreement. 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 Agreement, to the extent
capable of execution.
F. 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 contact or
incorporated herein by reference shall be null and void.
G. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public
funds payable under this Agreement 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 Agreement 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 Agreement, including,
without limitation, immediate termination of this Agreement and any remedy consistent with federal
copyright laws or applicable licensing restrictions.
H. 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 Agreement. 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 Contractor’s services and Contractor shall not employ any person
having such known interests.
I. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to
intergovernmental agreements] Subject to CRS §24-30-202.4 (3.5), the State Controller may
withhold payment under the State’s vendor offset intercept system for debts owed to State agencies
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 as a result of
final agency determination or judicial action
J. 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
Page 30 of 36
 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
Agreement and will confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Agreement, 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
Agreement 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
Agreement. Contractor (a) shall not use E-Verify Program or Department program procedures to
undertake pre-employment screening of job applicants while this Agreement is being performed, (b)
shall notify the subcontractor and the contracting State agency within three days if Contractor has
actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under
this Agreement, (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 contracting State agency, Institution of Higher
Education or political subdivision 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 contracting State agency, institution of higher education
or political subdivision may terminate this Agreement for breach and, if so terminated, Contractor
shall be liable for damages.
K. 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 Agreement.
L. PROTECTION OF MINORS. Mines is committed to the safety of all individuals in its community and
has implemented a Policy on the Protection of Minors at
http://inside.mines.edu/UserFiles/File/PoGo/Policies/HRS/HRS_Policy_Protection_of_Minors.pdf. The Contractor
affirms that that they are aware that individuals under the age of 18 may be present on campus
during the performance of this Agreement and the Contractor has taken reasonable precautions
regarding their employees, volunteers, or participants to protect the safety and wellbeing of minors
and ensure compliance with applicable laws. By signing this agreement, the Contractor certifies
that they are aware of, and will comply with, all aspects of Mines’ Policy on the Protection of Minors
at http://inside.mines.edu/UserFiles/File/PoGo/Policies/HRS/HRS_Policy_Protection_of_Minors.pdf.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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 SIGNATURE PAGE

THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT

THE BOARD OF TRUSTEES OF THE (company_name)

COLORADO SCHOOL OF MINES, for and
on behalf of the Colorado School of Mines

By: $docusign:SignHere::InternalSigner1 By: $docusign:SignHere::Customer1

Name: Name: $docusign:FullName::Customer1

$docusign:FullName::InternalSigner1
Title: $docusign:Title::InternalSigner1 Title: $docusign:Title::Customer1

Date: Date: $docusign:DateSigned::Customer1

$docusign:DateSigned::InternalSigner1

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EXHIBIT A – STATEMENT OF WORK

1. GENERAL DESCRIPTION
This should be a brief statement providing a general description of the project. It should include
why the services are required, the benefit that the project has to Mines, and the services to be
performed.

2. DEFINITIONS
**This section is optional, delete if not used. This can include terms, acronyms, or abbreviations
used in the SOW that are unfamiliar to the average reader.

3. CONTRACTOR’S OBLIGATIONS
Deliverables, requirements, standards, and milestones that must be met to ensure the quality of
the services and progress on the completion of the projected are listed in this section. It should
clearly answer what, who, how, where, when, and required reports.

4. PERSONNEL
A. Responsible Administrator
Contractor's performance hereunder shall be under the direct supervision of , an
employee or agent of Contractor, who is hereby designated as the responsible administrator
of this Agreement.
B. Other Key Personnel
[Insert as appropriate].
C. Replacement
Contractor shall immediately notify the Mines if any Key Personnel cease to serve. Provided
there is a good-faith reason for the change, if Contractor wishes to replace its Key Personnel,
it shall notify Mines and seek its approval. Such approval is at Mines 's sole discretion, as
Mines issued this Agreement in part reliance on Contractor's representations regarding Key
Personnel. Such notice shall specify why the change is necessary, who the proposed
replacement is, what their qualifications are, and when the change would take effect. Anytime
Key Personnel cease to serve, Mines, in its sole discretion, may direct Contractor to suspend
Work until such time as their replacements are approved. All notices sent under this
subsection shall be sent in accordance with the Notices and Representatives provisions of
this Agreement.

5. ACCEPTABLE PERFORMANCE CRITERIA

A. Mines reserves the right to inspect services and/or goods provided under this Agreement at
all reasonable times and places during the term of this Agreement, including any extensions.
“Services” as used in this clause includes services performed or tangible material produced
or delivered in the performance of services. If any of the services and/or goods do not conform
to Agreement requirements, Mines may require the Contractor to perform the services or
provide goods again in conformity with Agreement requirements, at no additional cost to
Mines. When defects in the quality or quantity of services and/or goods cannot be corrected
by re-performance, Mines may (1) require the Contractor to take necessary action to ensure
that the future performance conforms to the Agreement requirements and (2) equitably reduce
the payment due the Contractor to reflect the reduced value of the services performed and/or
goods provided. These remedies shall in no way limit the remedies available to Mines in the
termination provisions of this Agreement, or remedies otherwise available at law.
Page 33 of 36
 B. Annual and Final Report(s)
C. Annual Report Due Date(s)
D. Final Report Due Date
E. Additional Reporting

6. PAYMENTS
Payments shall be made in accordance with the provisions set forth in the Agreement and this
Exhibit A and are scheduled as follows:
[Insert Payment Schedule or Lump Sum or Hourly/Cost Provisions]

7. ADMINISTRATIVE REQUIREMENTS
A. At all times from the Effective Date of this Agreement until completion of the Work,
Contractor shall maintain properly segregated books of State contract funds, matching
funds, and other funds associated with the Work.
B. All receipts and expenditures associated with the Work shall be documented in a detailed
and specific manner, and shall accord with the budget set forth herein.
C. Contractor shall make and maintain accounting and financial books and records
documenting its performance under the Agreement in a form consistent with good
accounting practices.

Page 34 of 36
EXHIBIT B - PRICES AND RATES
[This exhibit is optional; budget may remain as identified in section 6A or added to the SOW. Delete
Exhibit if not Used]
BUDGET
Matching Funds
Agreement Funds

[MODIFY SECTION AS APPROPRIATE]

Line Item Budget $

Personnel
Materials & Supplies
Equipment Use Fees
Field Trials
Other Fees
Publications
TOTAL DIRECT
INDIRECT COSTS
TOTAL

Page 35 of 36
EXHIBIT C - SAMPLE OPTION LETTER

SAMPLE OPTION LETTER

Date: Original Agreement Date: Option Letter # Encumbrance #

1. OPTION.
_______________

2. REQUIRED PROVISIONS.
A. In accordance with Section ___ of the original Agreement between the Board of Trustees for the
Colorado School of Mines, for and on behalf of the Colorado School of Mines (“Mines”), and
(company_name), Mines hereby exercises its option to _________ beginning _____ and ending
on_________ … AND an increase in the amount of services at the same rate(s) as specified in
Exhibit ____.
B. The amount of the current Fiscal Year contract value is increased by $______ to a new contract
value of $_______ as consideration for services ordered under the contract for the current fiscal
year ________.
C. The total contract value including all previous amendments, option letters, etc. is $_________.
Section ____ is modified to read as follows: The maximum amount available for the purchase of
goods and services under this contract which ends ___________, is $_________. The maximum
amount, should the life of the contract extend for a total of five years, shall not exceed
$_________.

3. EFFECTIVE DATE.
The effective date of this Option Letter is the date of signature below.

THE BOARD OF TRUSTES OF THE COLORADO SCHOOL

OF MINES,
for and on behalf of the Colorado School of Mines

Signature

__________________________________________________
Printed Name of Person Signing

__________________________________________________
Title of Person Signing

Date: _________________________

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