CHAPTER 3: CONTRACTS

Policy 3-1 UNIVERSITY CONTRACTS
1. Categories
2. Policy
3. Content of University Contracts
4. Approved University Contract Forms
5. University Contract Approvals
6. University Contract Legal Review
7. Business Operations Review and Approval
8. Encumbrances
9. Monitoring of University Contracts
10. Independent Contractor Relationship
11. Exceptions to Fiscal Policy 3-1
12. Special Provisions

3.1
CATEGORIES
3.1.1 Expenditure Contracts
 Capital Construction Contracts;
 Employee Voluntary Separation Agreements;
 Fund Management Services Agreements;
 Goods Contracts;
 Information Technology Contracts;
 Investment Advisory Services Agreements;
 Personal Property Leases/Licenses - University as Lessee or Licensee;
 Personal Services Contracts;
 Personal Services Review Exempted Contracts;
 Professional Services Contracts;
 Real Property Leases/Licenses – University as Tenant or Licensee;
 Real Property Purchase Agreements – University as Buyer;
 Settlement Agreements;
 Energy Performance Contracts;
 Solar Host Agreements;
 Power Purchase Agreements.
3.1.2 Revenue Contracts
 Franchise Agreements;
 Real Property Leases/Licenses – University as Landlord or Licensor;
 Real Property Purchase Agreements – University as Seller;
 Fee for Service Contracts;
 Facilities Use Agreements.




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3.1.3 Other Contract Types
 Debt Contracts;
 Grant Contracts;
 Interagency Agreements;
 Intergovernmental Agreements;
 Loan Contracts;
 No Cost/Non-Cash Contracts;
 Price Agreements;
 Sale of Securities Agreements;
 Sponsored Project Agreements;
 Donation Agreements;
 Utilities Agreements.
3.2
POLICY
A University contract that meets the form, content, and approval requirements described in this
Chapter 3 shal constitute a Commitment Voucher for purposes of University Financial Policy 2-
2.
3.3
CONTENT OF UNIVERSITY CONTRACTS
3.3.1 Expenditure Contracts, Debt Contracts, and Price Agreements
The form and content requirements of this §3.1 shal apply to all Expenditure Contracts,
Debt Contracts, and Price Agreements except as limited or excluded herein. This section
shal not apply to Real Property Leases, Settlement Agreements, Voluntary Separation
Agreements, Insurance Coverage Agreements, or Health Benefits Agreements (including
dental, vision, pharmacy, and wellness benefits).
3.3.1.1 General Provisions
The following General Provisions shal be included in all contracts covered by this §3.1:
 Identification of the parties;
 Statement of work;
 Payment terms, including maximum dol ar amount;
 Performance period;
 General terms and conditions;
 Special Provisions (see Appendix C to this Financial Policy); and
 Signature page.
3.3.1.2 Real Property Purchases (University as Buyer), Leases (University as
Tenant) and Licenses (University as licensee)
University Contracts for the purchase, lease, or license of real property shal contain the
following provisions:
3.3.1.2.1. If the University is the buyer, tenant, or licensee, the contract shall include
the following Special Provisions:


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 Controller or Controller’s Delegate Approval;
 Funds Availability; and
 Vendor Offset.
3.3.1.2.2. If the University is the buyer, tenant, or licensee, the contract may include
the other Special Provisions, at the discretion of the University.
3.3.1.2.3. If the University is the tenant or licensee, the contract shal include
provisions specifying cancellation rights if the real property leased or licensed is
destroyed by fire and/or becomes subject to eminent domain.
3.3.1.3 Capital Construction Contracts, Solar Host Contracts, and Power Purchase
Agreements
See Financial Policy 4-1, “Capital Construction Administration.” See also approved
contract forms, available on the website of the Office of the State Architect. For Solar
Host Contracts, Energy Performance Contracts, and Power Purchase Agreements see
the approved contract forms on the website of the Governor’s Energy Office.
3.3.2 Content for other Contract Types
3.3.2.1 Interagency Agreements
Al interagency agreements, not related to sponsored research, require approval of the
University’s Office of Business Operations. Each interagency agreement shal include, at
a minimum, the following elements:
 Identification of the parties;
 Statement of work;
 Statement of consideration (if applicable);
 Payment and other performance terms; and
 Definition of breach and remedies.
3.3.2.2 Intergovernmental Agreements
3.3.2.2.1 Special Provisions. The University, when contracting with governmental
entities outside of the University, shal not agree to modify the Special Provision
requiring the governance of Colorado law;however, if requested, the University may
agree to strike the Choice of Law Special Provision, resulting in contractual silence
as to governing law. Any other change to the Choice of Law Special Provision shal
require the prior written approval of the University’s Contracts Office and a reviewing
attorney where appropriate.
3.3.2.2.2 Federal Government Contracts. The University’s Office of Business
Operations shal review all intergovernmental agreements with any agency of the
federal government not related to sponsored research.
3.3.2.2.3 Sponsored Project Agreements. See applicable University policies
governing sponsored projects.


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3.3.3 Provisions for All Contract Types
3.3.3.1 Indemnification by the University Prohibited
Unless specifically authorized by statute, the University shal not indemnify and/or hold
harmless another Party against any liability incurred as a result of the acts or omissions
of the University or its officers, employees or agents. See Constitution of Colorado,
Article V, §33 and Article XI, §1.
3.3.3.2 Limitation of Liability
3.3.3.2.1 Limitation of Vendor’s Liability - Bodily Injury and Property Damage.
The University shal not limit the vendor’s liability for claims or damages, including
consequential damages, arising out of bodily injury (including death) and damage to
tangible property, if tangible risk is inherent in the nature of the contract. If a
determination is made that no tangible risk is inherent in the nature of the contract
this decision must be supported in writing by the University Risk Manager.
3.3.3.2.2 Limitation of Vendor’s Liability - Other Types of Damages. The
University may accept commercially reasonable limitations of liability and/or remedy
provisions, or the exclusion of consequential damages, if the benefits are deemed to
outweigh the risks and this determination is documented in the contract file. Such
action requires approval of the University Risk Manager or such other individuals
specified in a delegation letter from the University Risk Manager.
3.4
APPROVED UNIVERSITY CONTRACT FORMS
All University Expenditure Contracts shal be in a form approved by the Director of Business
Operations. The following contract forms are approved and additional forms may be approved at
their sole discretion.
3.4.1 Capital Construction Contracts
See Financial Policy 4-1, “Capital Construction Administration”. See also approved contract
forms available on the website of the Office of the State Architect.
3.4.2 Model Contracts
The Director of Business Operations, in consultation with the University Counsel, may adopt
model contracts, as appropriate.
3.4.3 Contract Amendments
Al modifications to a University Contract shal be made by a formal written amendment
signed by the parties to the contract and approved the Director of Business Operations and
other parties as this policy requires. A contract cannot be amended or extended (revived)
after the contract term has expired.





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3.4.4 Real Property Lease Agreements
Lease agreements involving real property shal be in a form approved by and set forth on
the website of the Office of the State Architect, except for leases exempted by statute (see
section 3.5.8 of this Financial Policy).
3.4.5 Special Provisions

All University (a) Expenditure Contracts and (b) Grant Contracts where the University is the
grantor and provides funds from University, federal government, or other sources to the
other Party, (c) Intergovernmental Agreements where the University provides funds to
another governmental entity, (d) Debt Contracts, (e) Price Agreements, and (f) Capital
Construction Contracts shal contain the Special Provisions. See Section 3.13 of this
Financial Policy. No modification shal be made to a Special Provision without the prior
written approval of the Director of Business Operations in consultation with a Reviewing
Attorney, except as otherwise expressly provided herein.
3.4.6 Waived Contracts

Where the University will enter into multiple contracts containing identical provisions, except
for the date, contractor and consideration amount, the Director of Business Operations may
waive any requirement as to contract format.
3.4.7 Other contract forms

From time-to-time, the AVP of Administration (Business Operations) may approve other
contract forms.
3.5
UNIVERSITY CONTRACT APPROVALS
The President and the Board of Trustees of the Colorado School of Mines have final authority
for all University Contracts. No person may enter into a University contract on behalf of the
University without delegation from the Board of Trustees through the President and any
University contract executed without proper delegation shal be deemed nul and void unless the
President or appropriate delegate ratifies it. The University shal obtain all required approvals
and signatures as per Board Policy 10.2 and retain documentation thereof in its files for the
period specified in the applicable University document retention policy.
No Expenditure Contract is valid unless it has been approved as required by §3.5. Any person
who causes a contract to be executed in contravention to §3.5 may be personally liable for any
obligation incurred thereby. C.R.S. §24-30-202(3).
Additional approvals are required as follows:
3.5.1 Capital Construction and Controlled Maintenance Contracts
Require the approval of the State Architect or delegate, unless otherwise exempted by
statute or waived by the State Architect. See C.R.S. §24-30-1303(1)(d).
3.5.2 Central Services Contracts
Require the approval of the AVP of Administration (Business Operations.)



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3.5.3 Contingency-Based Contracts
Require the approval of the CFO and any other approvals deemed necessary by the CFO.
See C.R.S. §24-17-204.
3.5.4 Debt Collection Services Contracts
Require the approval of the Controller. See C.R.S. §24-30-202.4.
3.5.5 Financial Information Contracts
Require the approval of the Controller. These include anything used to record financial
transactions and information, develop financial reports, or prepare financial statements.
3.5.6 Legal Services Contracts
Require the approval of the President and University Counsel, on behalf of the State
Attorney General or delegate.
3.5.7 Personal Services Contracts
Require the approval of the Associate Vice President for Human Resources or delegate as
provided by C.R.S. §24-50-501, et seq.
3.5.8 Real Property Contracts
Require the approval of the State Architect/Director of Real Estate Programs, or delegate,
unless otherwise exempted by statute. These include leases where the University is the
tenant, easements, and rights-of-way contracts.
3.5.9 Utility Cost-Savings Contracts
Require the approval of the State Personnel Director or delegate except where exempted by
standard form through the Colorado Governor’s Energy Office. See C.R.S. §24-30-
2003(1)(b).
3.6
UNIVERSITY CONTRACT LEGAL REVIEW
At the discretion of the University’s Contract Office, any University Contract may be subject to
legal review by and approval of University Counsel. Any contract with a total value of more than
$50,000; that requires the disclosure of sensitive or confidential information held by the
University; that has a material risk to the University; that contains complex legal issues; or, that
is a non-standard template must be reviewed by University Counsel. In accordance with Board
of Trustees policy 10.2 Section III.J, any doubt about the requirement for legal review should be
resolved in favor of seeking legal review.
3.6.1 Mandatory Review
Legal review shal include, without limitation, scrutiny of contract provisions to ensure that
the following requirements are met:
 Compliance with the United States and Colorado Constitutions, federal and state
statutes, state regulations, and applicable University policies and procedures;
 Authority of the University representative(s);
 Al essential elements of a legally binding contract;


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 A statement of work or comparable provisions and business or commercial terms,
which are sufficiently clear and definite, under the applicable circumstances, to be
enforceable; and
 Required signatures.
3.6.2 Discretionary Review
At the discretion of the University’s Contract Office and/or the Office of Research
Administration and Legal Counsel, legal review also may include:
 Review and analysis of the significant risks and issues of a particular transaction;
 Inquiry into the availability of specific remedies; and
 Review of compliance with grant conditions, federal funding requirements, and
required assurances, where provided by the University.
3.7
BUSINESS OPERATIONS REVIEW AND APPROVAL

The Office of Business Operations, which includes Contracts, Risk Management, and
Purchasing, must review all expenditure contracts, except Capital Construction Contracts. The
Office of Business Operations and the University’s Risk Manager must review any contract,
regardless of contract type, with a total value exceeding $5,000 or that has a potential material
risk to the University.
3.7.1 Mandatory Review
3.7.1.1 Prices or rates are fair and reasonable and in accordance with state law and
administrative procedures;
3.7.1.2 Form and Content of the contract are sufficient and appropriate for the parties and
subject matter under applicable state and federal laws, and University policies; and
3.7.1.3 Risk of the contract is outweighed by the contract’s benefits.
3.7.2 Discretionary Review
The University’s Risk Manager may review and approve any contract as requested by the
Office of Legal Counsel, the Controller’s Office, the Office of Research Administration,
Human Resources, or any other office initiating a contract.
3.8
ENCUMBRANCES
The University shal encumber Expenditure Contracts in accordance with University accounting
and financial policies.
3.9
MONITORING OF STATE CONTRACTS
The University is exempt from the requirements of §24-102-205, §24-103.5, and §24-102-105,
C.R.S.



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3.10 INDEPENDENT CONTRACTOR RELATIONSHIP
The University shal take care in maintaining the distinctions between services performed by
persons who are Employees of the University and services performed by independent
contractors, and their employees, agents and representatives, pursuant to a Personal Services
Contract. The University’s responsibilities and obligations with respect to employee/employer
arrangements differ from its responsibilities and obligations with respect to independent
contractors. The University may be liable to a Party for the actions of its employees, whereas
independent contractors and their employees, agents, and representatives are liable for their
own actions. The University is responsible for benefits for its employees, whereas independent
contractors are responsible for social security taxes and benefits of their employees. The
University shal follow guidelines issued by the Internal Revenue Service, the Colorado Division
of Human Resources, Colorado statutes, and opinions of the State Attorney General in
determining whether an individual is an employee or independent contractor.
3.11 EXCEPTIONS
3.11.1 Personal Services Contracts
This Financial Policy does not apply to University Contracts for personal services paid
through an authorized University payroll system, which are exempted from the State
Personnel System pursuant to C.R.S. §24-50-135.
3.12 SPECIAL PROVISIONS
See Appendix C. These Special Provisions apply to all contracts except where noted in italics.


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