Contractual Indemnification Policy

History: Adopted by the Board of Trustees May 23, 2016



1.0
BACKGROUND AND PURPOSE

Colorado Revised Statute 23-5-106 allows governing boards of institutions of higher
education to indemnify and hold harmless an entity if the governing board determines
that the contract serves a valid public purpose and any risks to the institution that may
arise from entering into the contract are sufficiently limited and outweighed by the
benefits of the contract. Any liability claim or expense that arises from a contract in which
the governing board has agreed to indemnify or hold harmless another entity will not be
payable from the State Risk Management fund and will be payable solely from the
revenues of the institution. The Colorado School of Mines Board of Trustees (Board) is
the governing board for, and delegates certain authority to, the Colorado School of
Mines (Mines) to ensure operation and administration of the university to support the
mission of teaching, research, and service.

2.0
POLICY

Mines shal not contract to indemnify or hold harmless any entity, except as authorized in
this policy or otherwise expressly provided by law, without express prior approval of the
Board. This policy shal not otherwise modify or amend prior delegations of authority
from the Board and Mines’ President regarding the authority to approve and execute
contracts and other binding legal instruments.

In accordance with Colorado Law, C.R.S. 23-5-106, the Board authorizes Mines to
contract to indemnify or hold harmless certain entities only if the contract is specifically
reviewed and approved in accordance with this policy and the procedures listed herein.
Contracts requiring Mines to indemnify or hold harmless an entity not covered within this
policy require express approval by the Board on a case-by-case basis.

2.1
Approved Contracts:

Mines may only contract to indemnify or hold harmless those entities whose contracts
meet all of the following criteria (Approved Contracts):

1. The contract is necessary and appropriate to the normal operations of the Mines and
within the budgeted expenditures as approved by the Board; and is a purchase,
donation, lease or license of information technology goods and services used for
instructional purposes only.

2. The required indemnification or hold harmless clause is considered standard in the
industry or no standard exists, as determined by Mines’ General Counsel or a
designated reviewing attorney for Mines;

3. The required indemnification or hold harmless clause is non-negotiable;

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Contractual Indemnification Policy

History: Adopted by the Board of Trustees May 23, 2016



4. The potential liability attributable to the indemnification or hold harmless clause is
sufficiently limited and reasonably likely to be covered by insurance, bonds, surety
instruments, loss reserves or other source of funds.

2.2
Public Purpose: Approved Contracts in this context are intended to serve a
valid public purpose and the risks to Mines are outweighed by the benefits of such
contracts, provided the procedures listed herein for approving such contracts have been
followed.

3.0
PROCEDURES

3.1
Approved Contracts:

If Mines desires to enter into an Approved Contract the following procedures will be
followed:

1. Mines’ General Counsel or designated reviewing attorney, in consultation with the
Risk Manager, shal make a prior, written determination that (1) the indemnification or
hold harmless clause is (a) considered standard in the industry, or, no standard exists,
and (b) is reasonable and non-negotiable, and (2) the contract is otherwise consistent
with Mines’ Financial Policies.

2. The Chief Information Officer shal make a prior, written determination that any
purchase, donation, lease or license of information technology goods and services is (a)
used for instructional purposes only and (b) poses limited risk to Mines' network or
systems as provided in the contract.

3. The Assistant Vice President for Business Operations shal make a prior written
determination that the potential liability attributable to the indemnification or hold
harmless clause is reasonably likely to be covered by insurance, bonds, surety
instruments, loss reserves, a risk management fund, or other source of funds specific to
the transaction.

4. The Executive Vice President and Chief Operating Officer shal make a prior, written
determination that the contract meets the requirements of an Approved Contract outlined
in section 2.0 above, including (a) the contract serves a valid public purpose, (b) any
risks resulting from the contract are sufficiently limited, reasonable, and warranted under
the particular circumstances and (c) that the risks are outweighed by the benefits of the
contract.





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Contractual Indemnification Policy

History: Adopted by the Board of Trustees May 23, 2016



3.2
Approval of Other Contracts:

Mines shal not enter into any contract that contains an indemnification or hold harmless
clause, if the contract does not satisfy all the requirements to be an Approved Contract,
without the prior approval of the Board.

4.0
RESPONSIBILITIES

4.1. Executive Vice President:

The Executive Vice President and Chief Operating Officer shal submit to the Board:

1. An annual report of all Approved Contracts entered into on behalf of Mines; and

2. All contracts requiring Mines to indemnify or hold harmless an entity for review and
approval as necessary at any properly noticed meeting.

4.2
Risk Manager:

The Risk Manager shal coordinate and maintain the required documentation outlined in
the procedures above for all contracts (Approved Contracts and other) in which Mines
agrees to indemnify or hold harmless an entity.

5.0
COMPLIANCE

Failure to follow this policy by any Mines’ community member may result in personal
liability to the signatory.

6.0
REVIEW CYCLE & HISTORY

The Board shal review this policy at least once every two (2) years.

Policy promulgated by the Mines Board of Trustees September 16, 2011 as the Policy
on Indemnification of Contractors.

Policy renamed, amended, and expanded by the Mines Board of Trustees May 23,
2016.



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